The Grow Up Game
by TheSoulReader
Summary: A story in which Maka and Soul learn about "grown up" things. It will be considered complete when I've decided they've grown up enough.
1. In which Maka learns about dicks

Puberty smashed into them like a wrestler on steroids. They never saw it coming. The little world they shared seemed to grow exponentially smaller as the two of them grew up, and it was always inexplicably hot in their shared abode. Everything was surreptitiously turned upside down…or in Soul's case, very, very up. All the damn time.

They knew what masturbation was. They each knew that the other one did it. Sometimes they even knew when. Maka would exit her room, cheeks tinged pink, stating that she just couldn't put down the book she was reading. Soul would flop down on the couch after an exceptionally long shower, grumbling that he was sore from that day's training.

They both knew.

When they were younger, Soul would reach over Maka's head to grab a plate or some cereal, pushing her into the counter and annoying her with his proximity. Now he asked her to get things for him, or waited for her to move, because there was just not enough room in that goddamn kitchen and his dick had taken on a mind of its own. It was tense enough in the house without him having to worry about being smashed in the head because he couldn't settle things down in his pants.

And he worried about which head she would smash.

Eating together had become its own torture as well. She would suck on a popsicle to cool herself from the summer heat and he would excuse himself from the room to try and quell the ache in his groin. He would end up with food all over his face because he shoveled it in like he was a garbage disposal, and instead of using a napkin like a civilized human being, his tongue would snake out to clear his lips of anything he had missed.

She wanted to die.

He would walk around shirtless, flaunting hipbones she wanted to seize and guide as she allowed him to sin with her. She wore disturbingly short skirts (had they always been that short?!) that showed off legs that were creamy and endless. The things he wanted to do with those legs…

He was going to hell.

They sat together, distractedly watching a movie. She had her feet in his lap, her body spread along the length of the couch. He was doing his damndest not to stare at the sliver of skin that peeked out from beneath her thin t shirt. She was trying to pretend that he wasn't staring at her, and that she wasn't trying to peek at the long line of his neck.

Small feet were unceremoniously shoved to the floor, his broad arms crossing over his chest.

"Hey!" she protested.

He looked completely nonchalant and said nothing. But she knew.

"I don't need your fat ankles weighing down my lap!" he rumbled at her.

Maka was ready to clock him, had even picked up a thick book of Shakespearean sonnets to crack down on his head. But then curiosity got the better of her. The tome was returned to the end table and she crossed her legs, staring at his blank face. His attempt at indifference.

"Why does it do that so much?"

"Excuse me?" he raised a pale eyebrow at her.

"Your…you know, your…" she gestured awkwardly at his groin.

Internally, Soul was mortified she would ask such a question. What the hell!? Who the hell asks something like that! But he knew better. _Maka_ asks something like that, because Maka has to know and understand fucking _everything_.

He gave her an answer that was 50% snark, 50% truth.

"Because the wind blew."

She scowled at him. "Be serious!"

He turned his head sharply, red eyes ablaze with a combination of annoyance and sexual frustration.

"You have _no_ idea how much I wish I wasn't being serious!" he growled. He was angry at her, and he wasn't. He wanted to grab her, do horrifically lewd things to her. He was ashamed of himself.

"I need to...I have to…just leave me alone, Maka!"

He tried to get up and escape to his room, but her tiny hand had grabbed his wrist. He stiffened as the tingle of sexually charged energy coursed through his body. He was terrified to look at her and desperately wanting to at the same time. He was young, impulsive, and presently aware of how very male he was. How frustrated.

"Let go," he whispered. It was a demand, laced with fear, but he knew she wouldn't listen.

Maka tugged at him and though he tried to resist, he knew he was powerless. He slumped back onto the couch, eyes hidden by overgrown bangs.

She crawled closer to him. He could smell her. Lavender soap and honeysuckle shampoo. It was intoxicating. He was entirely unprepared for the inquiry that came next.

"Can I…see it?" she mumbled, cautious and unsure.

"What!? NO!" he barked at her and tried to scramble off the couch again.

It was too late. She had insinuated herself into his lap, her perfectly round ass settled right over his hard on. Her eyes went wide as he threw his head back and moaned. A combination of embarrassment and unbridled lust. She shifted on top of him, frowning in curiosity as she felt the stiff flesh twitch beneath her.

Soul moaned again, fists balled up in the material of the couch. He wanted to grab her and throw her off. But he knew if he tried, all he'd end up doing would be holding her to him and grinding the ever-loving shit out of her.

"Jesus _Christ_ , Maka!" he whimpered. "Get off…you need to get off me, _right now_!"

Maka raised herself up on her knees but made no move to disembark from his lap. Curious green eyes bore into desperate red as she started tracing the outline of his jaw. Shaving was a new thing for him. He was still learning and there were patches of stubble left from that morning's attempt. Her fingers lingered on the coarse hair and she gazed at him with a silent intensity that rushed strait to his crotch.

The knot in Soul's throat bobbed as he made a weak attempt to swallow. Shuddering breaths escaped through his nostrils as he clung to the last vestiges of his control. He'd never get rid of her if he didn't give her what she wanted.

That's what he told himself anyway.

"Alright," he murmured at her. "Just…just this once."

Slowly, carefully she slid away from him, off to the side. She'd never seen a penis before, but she knew well enough from training accidents that boys didn't appreciate having their junk smashed. Soul was grateful for her cautiousness, even if the way she moved made him harder than granite.

For a brief moment, Soul contemplated changing his mind. This couldn't possibly be good for their partnership…could it? Unless maybe it could improve their resonance…

 _That is the most perverted thought you have ever had, Soul Evans. And you've had a fucking lot._

He became keenly aware of Maka staring at his crotch, a scowl marring handsome features as he admonished her.

"Could you _not_ stare like that? Christ on a cross that is fucked up!"

She stuck her tongue out at him but turned her back, allowing him a modicum of privacy to shimmy down his pants. There was a deep sigh and the rustling of fabric, but she didn't turn back around until he said it was ok.

Maka saw his face before anything else. He was flushed red, his eyes narrow slits, and he made an awkward grimace every now and again. Was he hurting? Her gaze drifted downwards and she noted how he gripped his dick, seemingly fighting with himself and trying not to stroke, or tug. She understood he wanted to.

Her hand reached out for his, and after a moment's hesitation, she tapped at his wrist, silently asking for him to move his palm away. Her skin was calloused from wielding his scythe form, but somehow that made it all the better, and a high pitched whine leapt from Soul's throat as she touched him. There wasn't anything remotely sexual about it, but he was overstimulated and his meister was touching his cock, and…

"Maaaakaaaa…" he gurgled. "Imma come if you keep doin' thaaaaat."

His hips offered an involuntary thrust and she gasped. Her hand wrapped around him a bit more tightly and Soul gurgled again. She was enamored by all the ridges and veins, how he felt hard and soft at the same time, how he was practically a useless puddle of goo, just because she held him.

"Does it hurt?" she whispered at him, unsure. He was making that pained face again, his hips trying to shove backwards into the couch cushions, away from her teasing digits. She didn't even know what she was doing to him.

"It—ahhhaaa—it's a little soo-mmmf—sore. Lotsa pressure…I…I wanna…" he wheezed at her.

Trying to convey that erections were not generally painful, but one lasting too long could be was not high on his priority list. He desperately wanted her to stroke him again and simultaneously prayed to the gods that she would not. Because he was gonna fucking lose it.

Jewel toned eyes turned back to his cock and she noticed the clear fluid leaking from the tip. Her head dipped dangerously close and he felt her breath puff against overheated skin as she spoke.

"What's this? Did you finish already?"

Her thumb swirled around the head of his dick spreading the thin liquid around him. He practically leapt off the couch as he yowled. This was sweet, sweet agony! Oh, sweet death, he was going to die today! He. Was Going. To die. And at this rate, he would be buried with the world's worst case of blue balls.

A thick hand shot out and roughly shoved hers away. He couldn't take it anymore! Practiced fingers squeezed around his shaft and he all but beat himself into oblivion. Out of the corner of his eye he saw his meister's face contort into a startled "o", but he couldn't be bothered to decipher if she was enthralled or disgusted.

His hips bucked wildly and his back arched off the couch as his world suddenly tilted downwards. He was coming, and he was coming fucking _everywhere._

"Holy SHIT!" Maka exclaimed excitedly. She almost never swore, but she was positively giddy as she watched Soul tip over the edge. It wasn't anything like she had been expecting. When he came, there was a spurt or two that exited him a bit more forcefully, and then he just kind of oozed. His jaw went slack as he moaned his completion and his hips flexed and rocked against the air of their own accord.

It was as if she had watched the world's sexiest volcanic eruption…and she wanted to see him do it again.

Soul's head was still tipped back on the couch, his breaths heavy and ragged. He knew his hand was covered in jizz, and it was so goddamn gross, but he was too tired to care.

A warm voice danced in his ear and he vaguely registered his sticky hand being lifted upwards.

"Smells like bleach," was her first comment. "It looks different when it's soft," was the second.

Soul immediately grabbed a pillow from the couch and shoved it over his crotch, ears burning red and hot.

"Is it always over that fast?" she asked casually.

"No! It's…I'm not…I don't usually…!" Soul spluttered pathetically, pillow still firmly seated over his lap. "That's not the kind of question that you should—"

"It takes me a lot longer than that," Maka interrupted. "How long until you can do it again?"

She was very matter of fact about the whole thing. Soul had expected her to be shy, but he should have known better. As long as Maka could make this a learning experience, there was little embarrassment to be had.

It was not lost on him that she had mentioned it took her longer to get off. That was not an image he needed in his head right now. His meister sprawled out on her bed, hand buried in her panties, chest bare and arching towards the ceiling as she called for him…

He groaned as his overly sensitive dick twitched. His recovery time was decent, but two minutes after a mind numbing orgasm was really pushing it.

"I dunno, an hour or so?" he pinked as he answered her question. "Can I go clean up now?" It wasn't an actual question, just a means to kick Maka out of bookworm mode.

She cleared her throat and felt her face heat up as she nodded. Her back was turned to him once more so he could slip his pants back on. She heard him heave himself off the couch, turning around just in time to see him strip off his shirt and wipe off his hand.


	2. Girls are complicated

**A/N: Dunno what happened, but this is long as fuck. Why wouldn't it be? Once I start I can't stop.**

One quick handwashing and a wipe down with a washcloth later, and Soul was back in his room. He quietly contemplated what had transpired with his meister. His best friend. His…his…what was she?

He grabbed his guitar from the corner before landing back on his bed with a soft "whuff," idly plucking at the strings. No particular tune was played nor did he have any intention of working on a new composition. All he wanted was a distraction.

A knock on his door broke the tranquility, sharp eyes glaring at the inanimate piece of wood as if it had interrupted his reverie on its own.

"Yeah?" Soul rumbled deeply. It could only be one person. After all, the two of them lived together.

"I, uh…I was wondering what you wanted for dinner?" came the muffled reply.

 _Your tits._

"What? I can't hear you. Just come in here!" his voice broke as he spoke. God, that was _so uncool_!

The door slowly creaked open and Maka stood before him, awkward and shy. Her eyes stared dutifully at the floor, toes curling in the carpet, a brilliant flush adorning her cheeks.

She was so adorable.

"I asked what you wanted for dinner," she murmured as her fingers tugged at the hem of her too thin t-shirt.

She wouldn't look at him, but she sure as hell couldn't stop him from looking at her. And he did, quite blatantly, eyeing up the curve of her neck and the subtle swell of her chest.

"Pizza's fine."

He really didn't give a shit what they ate. He was dying to know what was under her shirt. Her shorts. All of it. But she didn't owe him a damn thing. He wouldn't pull the "I showed you mine!" card. That was uncool. Not…what's the word she would use? Chivalrous! It wouldn't be chivalrous at all, and he wasn't that kind of guy.

Maka hadn't moved, frozen in his doorway. She kept tugging at her shirt, pulling and stretching, and he couldn't take it anymore.

"Oi, Maka! What's your deal? You ok?"

Her response was to roughly pull her top over her head, and for a brief moment he caught a glimpse of two pillows of milky flesh. The objects of his dumbfounded, slack-jawed drooling disappeared as quickly as they were revealed. Maka's thin arms crossed over her naked chest and her eyes were downcast again. Now she was embarrassed…exposed. Clad only in her pajama pants.

"I thought…I thought since you let me that I should…" she burbled, fingers digging into her arms.

In that moment he stopped being a horny, snarky boy and she stopped being a sexy, nerdy girl, and she was just his friend again. His partner. He crossed the room and pulled her to his chest, ignoring her nakedness and the return of his boner (why now, boner?!).

"Don't. You don't owe me anything. Nothing, Maka, understand?" he spoke into her hair. "I let you see because I wanted to. Don't show me anything you aren't ready to."

And he was sincere. Wound up though he may be, he wasn't cruel. The idea that he deserved to see any part of her body just because he allowed her a glimpse of his…it sickened him. Of course he was curious. Of course he wanted. Oh, how he _wanted_. But him being ready to share (heavy with trepidation though he had been), didn't mean she was.

He felt her face nuzzle into his shoulder and a rush of affection overtook him. His fingers combed through pale strands and he rubbed his thumbs along her neck.

"I just don't want…they're not very big," she sniffled.

"I don't care."

"But you always say that they're…" Maka trailed off, unable to finish the words.

"I'm wrong. And stupid. Boys…boys say stupid things."

Soul's voice was quiet and steady, belying his nerves and his need.

Fragile hands twitched against his chest and Maka inhaled sharply before slowly, ever so slowly, lowering her arms, hands settling on his wickedly beautiful hipbones. Her eyes remained cast towards the floor, still too afraid to look Soul in the eye as she spoke.

"You can touch…if you want to."

As much as he tried to restrain himself, tried to ask her once more for permission, his brain had checked out and he ran purely on instinct and desire. Clumsy hands immediately pressed themselves to her skin, and he was prodding and rolling and testing the weight of her breasts with little thought.

Delirious didn't even cover how he felt. It wasn't until she cried out when he pinched a nipple that his higher thinking came back to him.

"Sorry! I'm sorry! I've never touched…I mean yours are…they're nice," he stuttered.

He was such an _idiot_! How had he been so stupid? Her breasts weren't too small at all. They were perfect. They were soft, and warm, and he could fit his whole hand over them. And, oh…when he squeezed them, she made the most delightful little mewling noise.

Soul became all too aware of her gaze on him, and he raised his face to meet her eyes. Her green orbs darted around, still trying to avoid his piercing red stare. A heavy breath blew from flared nostrils before he spoke again.

"They're nice. I like them."

 _That sounded so lame. Christ!_

"You don't mind that they're not like Blair's? Or 'Baki's?"

He shook his head dumbly, tongue sliding across dry lips.

"Can I…lick?" he shivered as he asked the question, eyes refocused on silken skin.

Maka frowned, but he didn't see it.

"Why?" she asked. She didn't understand the point.

Rough thumbs carefully traced the undersides of the exposed mounds. His answer came slowly and with no small amount of confusion in his tone.

"I dunno. I just kinda…want to. Is that not ok?"

She shook her head as a dainty finger twisted in the fabric of his pajama pants, allowing her to ball some of the fabric in her hand. An attempt to relieve some of her anxiety.

"You can If you like."

He was more thoughtful this time, tugging her along to scoot her up onto his bed. She hesitated and stared at him, eyes wide and concerned. For the first time in a long while he felt her wavelength throb with indecision.

"We won't do anything you don't wanna do, ok? It's just easier if you're up here. We don't have to bend all funny."

It was the truth. He wasn't sure how to go about running his tongue along what he had deemed The Promised Land with their newfound height difference.

Maka searched his face for some sort of deception. Any inkling that he was lying to her. She knew she would find none, but she was still afraid. But this was Soul, and he wouldn't hurt her. And so she hopped up on the bed, resisting the urge to cover herself again, and ignoring the knowledge of where she was and what she was doing, let alone who she was doing it with.

And then he was leaning over her and she was leaning back, back, back. Panic began to bubble beneath the surface of her skin and her heartbeat roared in her ears. She wanted to sit up, to run away, to hide…and then something wet and warm flicked across her nipple.

Dusty brows furrowed as she tried to decide if she liked what he was doing. It made something in her belly feel funny, but it wasn't a particularly good or bad feeling. When Soul sucked on the hardened tip, she made the decision that, yes, she very much liked what he was doing.

Her back collided with the mattress and her arms slid above her head as she sighed. He sucked again and her spine bowed upwards without her permission.

"Is that ok? Does it hurt?" Soul looked down at her, uncertain.

An emphatic shake of her head and arms reaching for him told him that, no, it definitely did not hurt, and she wanted him to do it again.

He happily complied, although this time he sucked the entirety of her modest flesh into his mouth. Something about it pleased him so immensely that his hips bucked into hers. His mouth was withdrawn with a loud pop, head pressing roughly into Maka's collarbone. He hadn't meant to do it…to shove himself _there_. It just happened. But damn it felt good.

"I…I need a minute," he whimpered softly.

He nearly lost it when she crooned his name and wriggled beneath him, displeased at the loss of his mouth against her heated skin. Sweet Jesus, he wanted to come again. His normal urges had nothing on what was happening to him right now, and she had no idea. When her hips came up so she could rub against him, his brain melted.

"Buh…bwuh, hnnng…"

Nonsensical noises spilled out of him as he gripped her hips and pinned her to the bed.

"Stopstopstopstop, I am begging you, Maka, _please_ ," he implored her.

The way he looked at her, almost sad eyes heavy with the plea that she be still, nearly broke her. His want mirrored her own and she absolutely couldn't stand it. She wanted him to crash into her, shatter her, and rebuild her cell by cell. He trembled above her and she quivered below him.

She pushed herself up on her elbows, head canted slightly as she peered through a curtain of white hair into the smoldering embers of his eyes. He was still shaking, palms pressed into the bed on either side of her, lips parted as he panted. His hips pressed into the edge of the mattress, randomly flexing as he sought relief.

That was hot as hell. Why did she find what he was doing sexy? He looked humiliated and did his best to control himself, but he couldn't help it. It was his turn to avert his gaze, voice cracking as he asked her not to look at him.

The last ounce of trepidation left her, fluttering away on the wind of her next breath. It was impossible for her not to look at him, impossible for her to stop herself when she leaned forward and pressed her lips to his.

Soul went stiff, afraid to respond. A soft hand cupping his cheek restarted his brain and he pushed back. It was awkward, and their noses were smashed together, but it was a kiss. A first for both of them. They were blowing through firsts today.

Neither of them were old enough to truly understand the implications of love or relationships. They were, however, old enough to understand trust and loyalty, and were willing to explore how deep those feelings went.

Soul nuzzled against Maka's jaw, breathing ragged, hips twitching at odd intervals. A trembling hand ghosted down her side and beneath a narrow thigh, hitching it upwards and allowing him to settle between her legs.

"Soul?"

"Tell me to stop, Maka. Tell me to stop and I will stop," he rasped at her. He wanted to rumble, to be sensual, but he was still too inexperienced and his voice still did whatever the hell it wanted.

And then he rocked against her, a slow, deep press, and she moaned into his ear. Stopping? What was stopping? No no. No stopping. This was good, this was right, this was…naughty.

She liked it.

"Wanna touch you," he panted as his pelvis continued its unsteady rocking.

"You are?"

It came out as a question.

"No," he shook his head, gritting his teeth. "I wanna _touch_ you _,"_ came the growl, hips bucking for emphasis.

Oh. _Oh._ **OH!**

Maka pressed her thighs together, expecting to find some relief of her own, but was met with those hipbones again. Goddamn those fabulous hips!

Her teeth sank into her lower lip and her eyes darted around again. He hadn't stopped his rocking, upper arms trembling with the strain of holding himself up. Red eyes were heavy lidded and his skin was flushed.

He looked silly and sexy to her at the same time. She wanted to say yes to him, but she wasn't ready to be completely naked in front of him yet.

"I don't think I…I'm not…not ready yet," she spoke in a rush, turning scarlet with her confession. She wanted to be ready, she really did. But she was already feeling overstimulated and overwhelmed.

She felt his wavelength twitch with disappointment and momentarily felt like a tease. Her guilt was short lived as he leaned down to press a light kiss to her lips, a nervous smile on his face.

"It's ok. I'm probably not ready for you to see me naked either. But maybe we could…"

He untangled himself from her prone body, rolling onto his back beside her. Gently he patted his stomach and held out a hand, an invitation to come sit.

There was no hesitation this time. She practically scrambled to sit astride him, settling comfortably on his belly. Careful hands were set on her waist and he guided her back until she straddled his lap. The weight on his groin felt mind numbingly amazing, and he punctuated this fact by arcing up into Maka's clothed crotch.

She yipped quietly, startled and uncertain, he moaned, deep and low, needy and wanting relief. He had enough brain cells left to open his eyes when he noticed she wasn't moving. A gentle chuckle was offered and he squeezed her hips in an attempt to get her going.

"You have to move, Maka."

She scowled at him. It would have been enough to kill any other man's boner, but it only made Soul run hotter.

"How do you know what we're supposed to do?" she groused, almost accusing.

"Common sense bookworm. You just gotta…"

And with careful guidance he got her to rock forward when he pushed up.

"Oh!" she practically chirped.

Her motions were awkward and unpracticed, and so were his, but they managed to find a suitable rhythm that rubbed in decent places. Soul gasped and his lips twitched awkwardly as he grinned stupidly, Maka's brows her furrowed in concentration, her fingers curling against Soul's naked chest. It was clear that he was going to get off again, but she was nowhere near where she needed to be.

"Souuuul!" she whined at him plaintively.

His hips slowed, but he did not stop.

"What? What is it?" he wheezed at her, riding that line of coherence and delirium.

"This isn't working. I need…I want…"

Maka knew exactly what she needed, but couldn't say it. She was barely able to keep her gaze focused on him as he stared up at her with dark, heavy lidded eyes of wine. All she could do was roll away from him and shimmy down her pants, hoping he would get the idea without her having to say anything more.

The sudden loss of writhing girl momentarily caused Soul's brain to short out as he attempted to figure out where she had gone. Once it had rebooted, it promptly exploded again as he noted his meister was stretched out, naked as a jaybird. Her arms covered her breasts, and her legs were awkwardly crossed, but there was no denying she was naked as the day she was born.

This was the best night of his life.

Even so, he wasn't going to rush her or push his luck. He was still well aware that he could have told her no when they were in the living room, but he hadn't, because he had been ready to explore with her. Learn with her. The fact that she was in his room at all, had let him touch her at all, showed she was ready in at least some capacity, but she thought about things more than he did. Thought about their implications. They were both impulsive idiots, but the consequences rarely mattered to Soul.

They always mattered to Maka.

He knew his eyes were glazed over and glassy with lust, and he wished he could hide the carnal beast he held within himself from his partner, but she had already seen it. But he had seen the jade dragon that danced in her eyes too, and decided to try and awaken it again. She was flushed skin and shallow breath, timid but needy. He could use that to his advantage.

"Hey, Maka," he whispered at her, a careful hand resting on her calf.

Oh…she was a little fuzzy. He wondered how often she shaved her legs, or if she did so at all yet.

Maka only shook atop the sheets, eyes squeezed so tightly shut Soul was sure she was going to have a headache. Her hands were buried in her arm pits to keep her arms blocking her chest.

Soul closed his eyes and took a deep breath. He wasn't going to force her to do anything. He wasn't going to force himself to do anything, either. Nothing beyond extending his wavelength to wrap around her, safe and secure, as they had done hundreds, thousands of times before.

He swore he felt the tension in her release when her soul practically entwined with his. And then he felt a small hand take his larger one, and it was moving, moving, moving until he was touching something soft, and wet, and…

"Hot!" he exclaimed, surprised.

Maka's hand was still on his wrist and he kept his eyes shut, allowing her to guide him as she saw fit. Thick fingertips curled into his palm before he reached out to touch again, and his eyebrows all but disappeared into his hairline when he heard a gasp.

"Are you ok?"

She pushed his pointer and middle fingers together and placed them against her before she found her voice. It was thready and weak, but there was a definite note of pleasure in her tone.

"Right there! Rub in a circle!"

He did as she asked, halting when he heard an annoyed snort.

"Lighter!"

Ok. Lighter. He could do that. The soft sigh that followed was a more than suitable reward, and the steady rock and roll of her hips made him brave enough to open his eyes to peek at her.

Her cheeks glowed pink and there was a notable flush that extended over her breasts, her lips parted much in the same way his had been earlier. He saw the tips of her ears burning red and hot, and unlike his eyes, that had been narrow, but open, hers were closed, though she had visibly relaxed.

Soul took the opportunity to look at her the way she had earlier, his free hand reaching down to run over coarse but neatly trimmed blonde curls. He laughed inwardly, somehow unsurprised that even when it came to such personal things, Maka was neat and organized.

Her hand had fallen away from his, which he assumed meant he was allowed to do as he pleased. The two digits that had been on what he assumed was her clit (because he didn't know a fucking thing) slipped downwards, back to the heat he had felt earlier. He was insanely cautious with his probing, separating pink lips that looked absolutely nothing like flowers or any other thing he'd ever heard used to describe a vagina.

He vaguely registered drool sliding down his chin.

"Is it weird?" a small voice cut through the silence.

Moss eyes regarded him warily, awaiting rejection. But there was none to be had.

"I don't think it's weird. Not that I know much about them."

Maka hummed noncommittally as he stroked between her folds. It didn't really feel like anything special, but the knowledge that he was the one touching her...it did things to her. Her hips tipped forward and she whined at him. She wanted more. This wasn't enough.

"More. Fingers. Want!"

Apparently Maka's higher brain function ceased working when Soul touched her. However, Soul wasn't so stupid as to make fun of her and have her stop their little lesson. He only did what any good partner would do and obliged her, carefully sinking a finger into foreign heat.

She sighed.

His eyes went wide as he watched his finger disappear and he grabbed at his cloth clad dick in a pathetic attempt to keep from blowing it on the spot.

"Maka…you're so…so…" he struggled to find the right words, though he did manage a rumble when he finally continued. "Wet. Hot. I didn't know girls were so hot…"

"Another!" she demanded, hips canting upwards.

"Wait, what?!"

"Anoooootherrrr!" she purred. "It'll fit…bigger things than your fingers fit in there!"

Death on a door knob, he did _not_ need to consider the implications of that. Nononono. A second finger was obediently and cautiously inserted, a moan escaping him as he felt smooth muscle ripple over the inserted digits.

"Did you just…?"

This time she had the gall to laugh at him.

"Not even close," came the reply, heavy laden with another sigh as her own fingers found her clit and stroked.

Soul's pride was momentarily wounded as he watched her work at herself, but it occurred to him that she hadn't told him to stop. And besides, it was erotic as hell that she was touching herself while his fingers were buried in her. He got over his hurt feelings quickly enough when he started a gentle thrusting and experimentally curled his fingers within his meister.

"Do that again!" the blonde yipped at him.

He complied and her fingers worked faster.

"AGAIN!"

Her own hand pulled away, wet fingers curling around his wrist to re-position him against her clit again. Maka was going to fucking come, but Soul Evans was going to be the one to get her there, goddamn it! She was staring at him now, her own eyes ablaze with the desire to find completion. She wanted it, she was so close!

Her fingers guided his and Soul's eyes expanded to the size of saucers as he watched Maka writhe beneath him. Sweet death was she loud! She was a little hellcat and it was sexy as fuck! The way she came was entirely different from the way he did it. She went stiff and still, and he felt a strong throb from her core followed by some shorter twitches. Her fingers clenched and gripped at his wrist and her top lip was pulled between her teeth, heavy puffs of breath escaping her nose.

Did all girls look like this when they came, or just Maka? He was not so inclined to find out, because he'd be happy to watch Maka do it over and over.

Soul removed his hand from her crotch and raised his fingers to his nose, unabashedly sniffing at them in curiosity. A chuff escaped him and his tongue flicked out to taste his digits.

"Hmmm," he hummed quietly.

"What? Bad?" Maka queried, worried about his assessment.

"You weren't wrong before. Jizz smells like bleach," he said softly. "You, however, are…neutral. I wouldn't mind sampling directly from the source some time." He waggled his eyebrows at her.

He was rewarded with a slap to the shoulder, though her smile was warm and inviting.

She was already pulling her pajama pants back on, searching for her t-shirt while trying to ignore the elephant in the room. When she had located her prize, she quickly pulled it back over her head and scrubbed at her arm, unable to keep herself from staring at Soul's reanimated groin.

"Do you, uh, need some help with…"

Soul snorted and then laughed, ruffling her hair. It was a strangely brotherly gesture considering the activities they had just engaged in, but nothing about the evening had been particularly normal.

"Nah, bookworm. It'll go away…don't really think I'm up for anymore tonight."

He was totally lying.

"Oh…ok then. I guess I'll go order dinner then."

"Yeah, ok."

She was almost out the door when Soul spoke up.

"Hey Maka…maybe we could, y'know…do a little more studying tomorrow?" his voice cracked as he made the insinuation.

"Yeah…I'd like that. Lots of things to learn about yet."

Indeed. Lots of things to learn about yet.


	3. Midnight Showing: Peeping is normal

**A/N: This was supposed to be a two chapter fic. That said, I got a lot of people asking for more...so, here's more. This entire story is PWP. It's not a love story, it's a learning story. Fucking fun to write, I'll tell you that much.**

* * *

Dinner had been eaten separately, the both of them too exhausted, and too embarrassed, to spend any more time in the other's company. Lights out was surprisingly early for each, but the change in schedule meant that even their sleeping routines would be interrupted.

Maka awoke to find her mouth surprisingly dry, and though she tried to ignore it and fall back to sleep, she could not. With a heavy sigh, she swung herself out of bed and started down the hall to grab a drink from the kitchen. A soft moan distracted her and caused her to alter her course.

It had come from Soul's room (where else could it have been from?), and her assumption was that he was having a nightmare. The door was cracked, and she pushed it open a bit more in order to check on him. She froze in place when it became crystal clear that bad dreams were not his issue. If anything, he was having an exceptional time in his slumber.

She knew she shouldn't stand and watch him. It was none of her business. His comforter was riding low on his hips, an arm haphazardly thrown over his head while the other dangled off the side of the bed. There was an obvious tent beneath the blanket and she felt ashamed of the heat that pooled between her legs upon noticing it. It was also not lost on her that he was naked. Deliciously, wonderfully, sinfully naked. She could make out the lines of newly formed abs and the taut muscle of biceps.

Gods was he beautiful.

Soul moaned again, the hand that had been at the side of the bed slowly swinging upwards before disappearing beneath the comforter.

Oh, Death…was he…was he going to…

"Mmm…"

Maka's mouth dropped open as she watched the subtle motion of her partner's hand beneath his sheets. He was touching himself…in his sleep? That was a thing!? She never did that! Was he an oversexed pervert, or was this something that everybody did and it was she who was the weird one? Her brows furrowed as she watched, curious and aroused.

The sheets rustled and Maka bit back a gasp as she saw Soul kick his coverings away. Every line in his body was limp and relaxed. Well, save the one part of himself that he stroked with a practiced ease. A shift in his breathing told Maka that he was very much awake and she could most definitely be caught peeping.

She still couldn't force herself to get up and walk away. She did, however, pull back a bit behind the door frame, some modicum of guilt nipping at the back of her mind.

When he began turning over, Maka was certain that she had been found out and was prepared for the ass reaming of a lifetime…but there was no angry albino shouting in her face. The admonishment never came. No, Soul had only turned over onto his stomach.

Damn it! She couldn't see anything with him laying that way. But…oh. His ass. Had he always had such a perfectly round ass? And Jesus, was he…he was…he was thrusting and grinding against his mattress, hand still between his legs.

Maka swallowed a moan and did her damndest not to stick her hand down her pajama pants. She would NOT touch herself while she watched him. She wouldn't, she _wouldn't_! The push and pull of his hips was absolutely intoxicating, though, and for a brief moment she desperately wished that she was beneath him. That she could feel that same push and pull inside of her.

"Maaaaakaaaa…"

The long, drawn out groan of her name made her blush furiously…but he wasn't looking at her. He still didn't know she was there. Soul's head was turned towards his wall, pressed roughly against his pillow. But he was thinking about her. He was _thinking of her_ while he masturbated!

She couldn't decide if she was flattered or disgusted.

When he returned to laying on his back to spread his legs, and she saw his free hand rhythmically squeezing his testicles while he stroked himself faster and whimpered her name again, she decided she was flattered. That was hot as hell. And she didn't know that ball squeezing was ok! Her understanding had been that it was something you just did _not_ do.

Sex was incredibly tricky.

"Ah…ah ha! So good, so good, so good, don't stop, just like that," Soul panted.

He was shockingly quiet, even though he spoke, and Maka was amazed she heard him at all, what with her heart thundering in her ears. His hips had picked up speed, the hand on his shaft moving in quick, shallow strokes over the head while the other hand continued to constrict over his balls.

"There, there, there! Sweet death, yesyesyesyesyesyesyes..!" he whimpered and bit down on his lips.

There was a sharp gulp, a desperate intake of air as his back bowed off the bed, and for the second time Maka watched him come apart.

To her surprise, it wasn't like when they had been on the couch together. This was slightly more forceful, and she watched him spurt three or four times, jets of sticky semen coating his hand, his belly…even his chest. Jizz could certainly travel…

Soul lay quietly for a few moments, shuddering breaths pushing from his lungs as he came down from his high. He stroked himself a couple more times, hissing when he was forced to acknowledge his oversensitivity. His eyes never opened, though Maka was sure that somehow, some way he could see her. She watched as he shivered, exhaled, and then began to sit up, presumably to clean up the mess he had made.

She made a hasty getaway back to her room before she was found out for sure.

Soul grabbed a t-shirt from his laundry pile, hastily wiping the evidence of his dalliance from his body, and could not contain his shark-toothed grin as he did so.


	4. Kissing: Lips are tricky bits

In the days following their first "lessons" (as both of them had chosen to call their experiences), things in the apartment seemed to relax. There was still tension between the two, but there had been a shift in how they handled it. Maka was not convinced it was for the better.

Soul had reverted to his pre-pubescent ways and was currently reaching over her to grab a glass from the cupboard. His hips pressed into her ass as she growled at him before making an attempt to elbow him in the ribs.

"Damn it, Soul! Why can't you just wait!"

"Calm down, bookworm! Christ, I just want a damn glass! What's your problem?"

 _You, you sexy asshole._

She swore he was smirking as he pulled his prize from the shelf and filled his glass with juice. Her lip curled up in a frustrated snarl and she jabbed him in the side with her fist. Not quite a punch, definitely more than a poke.

"OW! What the hell!?"

He rounded on her and shoved her back into the counter's edge, juice splashing everywhere is he slammed down his cup. Their pelvises were flush with each other, and though they did not touch, the urge to grind was undeniably strong. Red eyes bore into green, a combination of lust and anger lighting up Soul's irises. He was still talking, but Maka heard none of it. She was focused on his mouth, but not the words coming out of it.

 _I want to kiss him. Why do I want to kiss him so badly?_

"What do you think of kissing?" she murmured, gaze dropping to his chest. She was too embarrassed to look at him.

Soul pulled back from her the smallest bit so he could better take her in, clearly confused. Maka had transformed from hostile to shy in a matter of seconds, and that made him dubious.

"What about kissin'? I don't think anything about it. I've only done it once…with you."

"Was it…bad?"

This was a trap. This had to be a trap.

"It wasn't…I mean I don't…I don't know! I mean, it was just one kiss! How am I supposed to answer that!?"

"What are you yelling at me for!?"

Jesus Christ, she was angry again! Why was she angry!? He answered her question!

"You yelled first!"

"Because you were shoving me into the counter with your…!"

Maka stopped, covered her mouth, and looked down, mortified. It was not him she was angry with, she realized. She was angry with herself. She was angry because she didn't understand. She didn't understand any of it.

 _I can't control myself. I want…I just want. I don't want Soul, I just want…_

She shoved at him roughly, desperate to escape, needing space. He yielded to her, ignoring the loss he felt when she fled to her room. There was nothing he could do for her right now. He knew enough to understand when she was being bratty and when she just needed time to herself.

It had only been a joke, crude as it may have been. Soul wouldn't deny that it still churned him up when he was near her, couldn't deny that he kept picturing her hand sliding along his cock as it had a few days prior. That was not something he would soon forget…not something he wanted to forget. But he'd had a grip, both literally and figuratively, on his desires for longer than she had. And unlike Maka, his need to understand those feelings was inconsequential. Soul sated his urges whenever he was able to and simply enjoyed the ride.

It only took an hour before she returned to the living room, plopping down on the couch. A mumbled apology was offered, and Soul seized the chance to assuage her concerns.

"I'm curious," he said quietly, staring dutifully at the comic book in his hands.

"Excuse me?"

"Kissing…you asked me 'bout it."

"Oh…" she kept her eyes down, leafing through a book she'd picked up from the coffee table.

"So, I thought if you wanted to, maybe…uh…maybe we could…"

He was getting flustered. This was not Soul's area of expertise. He was not a talker, not an initiator. An instigator, yes…he loved to pick and poke and prod. But this was different and he was out of his element.

"You want to kiss me?"

Her reply was soft, a bit incredulous even, and he could feel her eyes on him.

"Yeah. If you wanna, you know, kiss me."

Soul had already started moving before she'd even given him an answer. His hands rested on either side of Maka's head, his chest hovering over her as she glanced upwards, sinking into the sofa. A small hand alighted on his collarbone, but she did not push him away, she just waited.

For a moment the two of them just stared at each other. And then Maka was craning her head up, and Soul was bending down to meet her, and…

"OW!" they cried out together.

"I don't think that's what's supposed to happen…" Maka frowned.

They tried again with the same result.

"Damn it!" Soul yelped and rubbed his head.

"Well maybe if you'd open your eyes, you idiot!"

"Open my…why don't _you_ open _yours_!"

"Because I'm the girl, I'm supposed to close my eyes!"

Soul looked at her, mouth gaping open. She's supposed to close her eyes because she's a girl!? What kind of sense did that make!?

"That's stupid!" he yelled at her.

"There are rules to kissing, Soul!" came the annoyed growl.

"That is the dumbest thing I have ever heard! Who the hell makes rules for kissing!? Why can't we just…MMF!"

He was abruptly cut off by her lips on his. Her eyes were wide open and their noses were pressed together awkwardly, but they'd made contact correctly this time. Neither of them moved, each staring at the other, waiting for some sort of movement. When nothing happened they separated and frowned.

And then Soul laughed. It was loud and raucous, and he sat up to hold his sides as he continued.

Maka was nowhere near as amused.

"What's so funny?" she scowled.

"Your eyes crossed! You looked like a walleyed fish!" he guffawed.

"I did not!"

"You did! You totally did!"

When he looked at her again her eyes were welling with tears. Maka tended to cry when she was frustrated, but now it looked like her feelings were hurt, and that made Soul feel pretty damn shitty.

"Hey, hey Maka, I didn't mean…I'm sorry," he huffed as he fell back against the couch, head thrown back against the cushions as he continued. "I am so damn bad at this. I don't know what I'm doing."

Maka sniffled as she ran a hand through a dusty blonde pigtail. He had hurt her feelings a little, but she had to admit she was being awfully demanding.

 _Why is this so hard? This isn't like in my books at all…_

"Hey, Soul?"

"Yeah?" he grumped. She wasn't the only one who was frustrated.

"Try again? Please?"

Her hand closed around his as he considered her request. He frowned, then sighed and nodded. This time she kept her eyes open as he approached, stayed still and just waited for him. When he tipped his head to the left, she did the same and…

They were kissing. His lips were warm, and chapped, and he tasted like…Skittles? When had he eaten Skittles? And why hadn't he shared!? Ass!

"Oh…" she murmured as he pulled back

"Yeah…" he swallowed. "Can I…again?"

A slow nod was all he received, and that was plenty for him.

Their mouths sealed together once more, both exhaling heady sighs. Soul took the opportunity to turn into her, dwarfing her body with his own. There was a gentle push and pull as they came apart and then back together over and over again. The kisses were shallow and they didn't dare part much for fear of a repeat of their earlier ineptitude.

When they finally did part it was with chests heaving and a string of saliva between them.

 _Good god, that is so gross. Why is something so awesome so gross? I wonder if he'll want to do it again…_

"Hey, Maka?" Soul rumbled, inwardly pleased at the tone his voice had taken. She didn't need to know that it was unintentional.

She stared up at him with heavy lidded eyes, taking note of the hand that had somehow come to rest on his cheek.

"I think I like kissing," he grinned at her, sharp teeth glinting in the light as he claimed her mouth again.


	5. You can lick more than a popsicle

**A/N: This was seriously supposed to be a two shot. That's it. It has now descended into massive perversion I can't bring myself to be ashamed of. I hope you're enjoying the wank material (because we all know some of you are jerkin' it to this story).**

* * *

It had been an accident. He hadn't meant to walk in on her. He'd gone out to play a round of hoops with the guys and when he had returned home she'd been laid out on the couch, skirt hiked up and a hand buried between her legs. She hadn't heard him come in.

He had never sported a boner so quickly in his life.

"Jesus CHRIST!"

"SOUL!?"

"WHAT ARE YOU DOING!?"

Maka shoved her skirt down in an attempt to hide her shame. It was far too late for that, but she tried anyway. She wanted to disappear into herself. Crawl into the couch cushions and find a vortex that would take her out of this mortifying situation.

"I'm sorry, I…I was reading, and I…"

"What the shit were you reading!?"

Soul turned his back to her, giving her a chance to at least put on some goddamn underwear. He was going to lose it. He was going to cream in his pants like the pathetic virgin that he was. The heel of his hand ground down against his erection as he sought relief, grunting in frustration.

When he turned back to her, Maka was trying to creep off to her bedroom, a book clutched to her modest chest.

"Oh no you don't!" he yipped at her. If she had caught him jerking it in the middle of the apartment he would have never heard the end of it. And while it was true that he _had_ done so before, she didn't know that…because he was careful.

"Soul, please! Don't...!" she pleaded with him, trying to make it to her haven before he could see what she had.

No dice. He seized her by her shirt collar and she was forced to drop her tome in order to protect what little dignity she had left. The book dropped to the floor with a smack as she grabbed the hem of her skirt to pull it down. He practically dove on top of the book, flipping it over to read the cover.

His eyebrows shot into his hairline and a disturbing grin was etched into his features. He tipped his head, pulling her against his chest so he could whisper lowly in her ear.

"Maka…" he breathed. "Did you want someone to lick your…"

"Shut up…" she trembled against him, a blush rising high on her cheeks.

Sharp teeth grazed along her collarbone before Soul rumbled at her. He was getting better at that, and it seemed that Maka enjoyed the sound as much as he enjoyed making it for her.

"It's something I've wanted to try…I've told you that before."

A sensual lick along her neck punctuated his statement. She answered with a low moan and thin fingers slipping up into his hair.

"Are you…ah…are you hungry…right now?"

Her answer was a dangerous leer and the press of his hips against the small of her back.

"I could eat…"

Soul's bedroom was chosen for their latest lesson. He had been surprised by her decision but had no complaints. Her explanation had been that his bed was bigger. While that wasn't a lie, he didn't entirely believe her. His concerns over her truthfulness became a moot point when she laid down on his bed and pulled her skirt back up for him.

Jesus fuck! She hadn't put her underwear back on! Sweet Death, he had the best roommate/partner/study buddy any guy could ever ask for! Her back was supported by one of his pillows while her head rested on the other, and he cautiously settled between her legs, kicking off his shoes in the process.

When Soul noticed the constant quivering of her thighs, he looked up at her to find mossy orbs staring back at him. She was nervous. They'd both been nervous, but had always bypassed the feelings with mock anger and a small argument. He could feel this situation was somehow different, and didn't need to search her wavelength to know that.

"Are you sure this is what you want, Maka? We don't have to do this."

She nodded emphatically, willing her legs to spread wider for him. This was something she had fantasized about for months, ever since she'd stumbled across one of Soul's porno mags (he thought he was so secretive). The woman in that photograph, lewd though it may have been, looked like she was being turned inside out from the pleasure.

Maka wanted to feel that way, too.

"Please. It's ok, Soul. I trust you," she smiled at him. It was genuine, if not a bit weak.

He couldn't believe she wanted to do any of this stuff with _him_ , but was glad for it. There was nobody he trusted as much as her to go through these new experiences with.

His tongue extended slowly, cautiously, and at the first sensation of her slick heat against his tongue, he licked. A sharp gasp and surprisingly strong fingers tangling in ethereal strands was his reward.

"That's ok, then?" he asked, voice muffled between her thighs.

"Y-yeah…"

Soul pressed his tongue against her more firmly this time, licking from opening all the way up to her clit. The sharp gasp from the head of the bed send a bolt of lightning to his groin and he moaned against her. Shit, that was a damn sexy sound.

She snorted at him a little, grumbling about teeth and being careful. He acknowledged her words by dragging the underside of his tongue over her and sucking her swollen inner lips gingerly.

Maka's hips tipped towards his face, gasping once more as she asked, "Wha…what's it like?"

The only answer he had for her was another moan before his tongue arced upwards and circled that rosy little bud she'd had him rub in their previous encounter. She was wet, and warm, and…delicious. True enough, the flavor was, as he'd said before, neutral. Maka had no discernable taste. But dear sweet universe, the _sounds_ she was making! Wanton and lusty. He was eating it up, almost literally.

 _If I die today, I will fucking die happy!_

"How is it?" he mumbled against her.

"Soft," she whimpered. "Hot. So good. So, so good, Soul. Good, Soul. Wonderful, Soul."

 _Please don't ever stop._

His hips jerked as Maka's words transitioned from casual description to lascivious praise, honey sweet and laden with debauchery. He would keep this up indefinitely to hear her keep talking to him like that. To feel her fingers card through his moonlit strands, petting him to the same rhythm he stroked her with his tongue.

The hands fisted in Soul's hair pulled roughly and he couldn't help but cry out a little. Her apology reached his ears, but the pain was quickly forgotten as his tongue dipped inside her.

"NO!" she yelped at him and pulled away.

He separated from her almost as quickly, tongue flicking over slick lips as he peered at her from the opposite end of the bed.

"I'm sorry! Sorry! What did I do!?"

"It's ok. I'm sorry! I just didn't like that. I don't know why," Maka blushed, turning her head away as she pressed her thighs together briefly. "More? Please?"

Though he had been startled, Soul was pleased she wasn't ready to stop. He wasn't convinced he was particularly talented at what he was doing, but aside from that flub, Maka had seemed to be enjoying herself.

Cautious hands stroked over her thighs before he returned to his formerly occupied space. He placed light kisses along her outer lips before making his way back to her clit, drawing the flat of his tongue over the nub. And there was that deep moan again.

Maka's breathing had become desperate panting and her hips rocked incessantly against his mouth. One hand had yet again curled in Soul's white mane while the other tangled itself in his comforter. Her voice was rising in pitch and "Ah!" had become a very important word.

"Suck it!" came a sharp demand.

"Mmf?"

"M-my clit! Suck it!"

Her hips tipped downwards and Soul did precisely as she asked, sucking on her roughly. She squealed, but the smack against his head told him that his response had been incorrect. There was no anger in him, only the determined desire to be correct and please her. He tried again, more gently, and fluttered his tongue against her.

"Oh fuck! Oh fuck, oh fuck, oh god, fuckfuckfuck! Don't stop! Do it again…!"

She was babbling. That had to be a good sign. If that wasn't, the fact that she was practically humping his tongue certainly was.

And then she was breaking under him, hips arcing upwards as he tried to hold her down. She was bucking and cursing and pulling at his hair. Telling him how good he was, how wonderful she felt, and that she would make him all the sushi he wanted for the next year.

He wanted to smirk, but the pride he felt was quickly nullified when his own hips thrust into the mattress and he climaxed in his jeans with a strangled moan.

 _Did I...did I just…?!_

The sticky warmth against his groin told him that, yes, he had indeed creamed his pants.

Soul didn't even have the ability to be embarrassed about it, because he was sure that the neighbors had heard Maka's shrieking and his pride returned tenfold. He wiped his mouth with the back of his hand, climbed up the bed, and placed a careful kiss on Maka's belly, smiling as he felt the muscles jump beneath his (surprisingly sore) lips.

She was still quivering from her orgasm, inhaling deeply as she tried to will her muscles to relax. A shaky hand twisted in Soul's shirt to pull him upwards and claim a kiss, legs wrapping around his hips instead of his head.

"That. Was. Awesome," she grinned at him.

"Yeah? I know I need some work…sorry about the teeth."

"Learning curve…it's steep."

He chuckled at her and made to get off the bed.

"Hey, do you need me to help you?" Maka gestured at his crotch, clearly less flustered than when they had started.

"Oh, I…uh…I kinda…" he coughed and looked away. Cool guys did _not_ blow their load in their pants.

But he had. So. Embarrassing.

Maka, intuitive as she was, didn't need him to say anything else. She just offered a bright smile and a note of encouragement.

"I've done it, too…no big deal. Return the favor later?"

He blinked at her incredulously.

 _Girls can come in their pants? That…is new information._

He shook his head after taking in her words, scrubbing a hand through his hair. Christ his scalp was sore…she did a number on him.

"Yeah. Later…that would be…that would be great."

He made to leave the room but stopped when he reached the door, turning back to see Maka slipping off the bed to follow him on wobbly legs.

"Hey, Maka?"

"Yeah?"

"Were you serious about that sushi?"

He never saw the book coming.


	6. Bleach

Making out in Soul's bed had become a thing. A thing he greatly enjoyed. A thing that _she_ had initiated, with the explanation that the couch was just too uncomfortable and her bed was just too small. And while both of those things were true, deep down Soul understood that this was Maka's way of being in control.

He had no complaints.

Maka knew how incredibly provocative it was to be on top of Soul in his bed, but she really _couldn't_ stand fooling around on that couch, and she just wasn't ready for him to be in her bedroom. In her mind, it was still too fast, too much, too soon. Even as she ground her hips down on his and he growled into her mouth.

It wasn't like they were dating. They were just…exploring. And she was surprisingly ok with that. But she was also shy and unsure, diving headlong into various activities with her partner out of sheer impulse. He always gave her the choice of saying yes or no, even though she was always the one who initiated contact. She didn't know if it was because he couldn't or just wouldn't, but she refused to let the idea that he just didn't want to settle in her mind.

Maka knew well enough that Soul would not do what he did not want to. Not for anybody else, anyway. And that brief thought, that moment of doubt, had her sitting up, disengaging her mouth from his with a slick pop. She sat astride him, looking down into wine eyes blown wide with lust, hands on his chest. He was trying to hide his need for air, looking dazedly up at her with kiss swollen lips and fingertips that twitched against her waist.

Soul frowned at her a little, confused.

"Why'd you stop?"

Maka tipped her head, a curtain of dusty blonde falling over her eyes. Soul liked it better when she left her hair loose.

"Do you like doing this?" she asked, quiet and hesitant.

He scoffed, raising his hips to grind his hard-on against her before he rumbled, "No, I fucking hate it. It's the worst."

"Soul, be-"

A growl ripped from his throat as he deftly flipped them over. Their lessons had definitely been good for something, as such a motion was no longer a problem for him. His progress registered faintly in his mind as a painful memory of smashing Maka in the nose the first time he had attempted the action resurfaced. Now he had her trapped beneath his body, pressed into his mattress, and she stared up at him with wide doe eyes, a gasp hitching in her throat.

"Why don't you ever believe me? I _like_ this. I like doing this with you. Why shouldn't I like it?" he finished with another growl, grinding into her more firmly, broad palm glued to her thigh. "Do you not like it? You know you're not required to do this with me, right?"

Maka trembled beneath him, silent and waiting. She wasn't sure how she should answer him. Of course she liked doing this with him. She liked doing most everything with Soul.

"Maka-"

"Be quiet."

And then she was reaching for the button on his jeans, flicking it open with a practiced ease (it really shouldn't have been that easy for her) before shoving at his chest to encourage him to get off her and lay on his back. Soul was nothing if not obedient, and he laid back just a bit, supporting himself on his forearms to watch her.

Maka pulled down the zipper of his pants, tugging simultaneously at his boxers. She wanted them off, which was totally fine with him. He was not averse to a handjob. She'd gotten sinfully good at them, and his own palm no longer compared. It was utterly laughable when he sought release on his own. Not that that happened often anymore.

Pants and boxers were unceremoniously thrown to the floor, green eyes not even bothering to look upwards and gauge her partner's reaction. He spoke up far more readily than she did, and if Soul wanted her to stop, he would say so. The only sound that reached her ears was a pleased grunt as she took him in hand, followed by a contented sigh as she stroked him once.

They had fooled around enough that it no longer disturbed Soul when she took a moment to look at him. Maka had a tendency to stare at his dick, and once he realized it wasn't really _him_ that was being scrutinized, he was considerably less embarrassed. It was still a bit unnerving, but what guy wouldn't be concerned about a girl constantly staring at their crotch?

There was a quiet hum as she stroked him, slow and languid, grip too loose to do anything but tease. A small smile turned up the corners of her mouth as she looked over him. Coarse white hair was neatly trimmed (she had off handedly complained about it once, and it was never an issue again), the pink flush along his length, the wetness at his tip as if his cock alone was begging for release.

Soul groaned as her thumb circled once over the head and it was followed by a decidedly girlish yelp as he was suddenly encased by her mouth, wet and hot. That sweet heat disappeared as quickly as it had surrounded him.

"I'm sorry! I'm sorry! Was that wrong, should I not have-"

Soul only stared, wide eyed and shivering, mouth slack.

"I thought that you'd want me to…I mean I never got to try….and you've already done it to me so…"

Maka was babbling again.

She was the most determined person Soul knew, and she always wanted to be right. She never got flustered when it came to answering questions in class or taking tests. She would become easily frustrated, sure, but when it came to sex? She was a stumbling mess, easily embarrassed with confidence well below average. Soul had long since learned to treat her awkwardness with dismissal rather than preying upon it, which he most certainly would have in any other situation. He had also learned that what she really liked was instruction. It allowed her to improve without self-consciousness, her reward being his pleasured gurgles, moans, and grunts.

A casual bump to her side with one of his feet brought her back to reality, red eyes seeking her attention. She gave it willingly, and he offered a small incline of his head, silently asking her to try again. He just hadn't been ready for it was all. She had never put her mouth…there. It had been discussed, certainly, but he hadn't been willing to press the issue. He could be patient.

Soul's patience was wholly rewarded as Maka descended again, tongue drawing up his cock from base to tip in one long stripe. He hissed and shuddered, nodding his head emphatically when she asked if that was ok. Fuck yes it was ok. Dear sweet death, she needed to do that again!

Maka spared a glance at him, eyes half lidded and fluttering. His look mirrored her own, and though she was feeling incredibly insecure, a blush riding high on her cheeks, she dipped her head to take more of him into her mouth. She listened to his breath catch, and oh, she liked that. Felt his fingers tangle in her hair, seemingly without his permission. And then she felt him move, a stuttering sort of twitch in his hips.

His head was thrown back, mouth tightly shut as he ground his teeth together. It was as if he was having some sort of internal battle, and Maka didn't know what to make of it. Rather than worry about it, she suckled at him lightly. She paid for her efforts as Soul arched off the bed suddenly, practically stabbing her in the back of the throat with his dick.

She flew backwards, choking at hacking, tears forming at the corners of her eyes from the force of it.

"Oh SHIT!"

Maka was still gasping for air, but was able to level a glare at him that could have rivaled the eruption of Vesuvius.

"Christ, Maka! I'm sorry! It just felt so good and I really didn't mean to and oh please don't kill me I'm so so so so sorry!"

Great. Now _he_ was babbling.

"Shut. Up."

He did.

She slid off the bed, tugging at his hand as she did so. He followed silently. There was a question on his tongue, but he didn't ask it, yet again waiting to see what she would do. His eyes nearly bugged out of his head when she dropped to her knees before him. Both of them staunchly avoided eye contact, Maka's small hand encircling his length once again.

"Now hold. Still."

It was not a request.

Soul knew he should look away. Knew it would be a mistake to watch her descend on him again. But he couldn't help it. He _had_ to see it. He watched as Maka's perfect pink tongue flicked out to graze the underside of swollen flesh, gasped roughly when her lips closed around him again, curled his fingers into the edge of his mattress as she gave a tentative suck.

He wasn't going to last more than a minute. But oh, what a fucking glorious minute it would be!

One of his hands sought out her hair again, tangling in the strands while he did his best not to fuck his partner's face, or pull at her, or worse, force her down farther. Maka appreciated his care, demonstrating by allowing one of her hands to travel around to his ass and squeeze.

Soul squeaked. That was most definitely not a manly sound, but he couldn't bring himself to care.

Maka's face flushed redder than Soul's eyes, more than aware of how obscene she must look on her knees with a dick between her lips and a hand on Soul's ass. Part of her wanted to stop, but her carnal side was winning out. She needed to hear him moan again, say her name like she was the only one who existed to do this for him.

Slowly, cautiously, she began bobbing her head over him, stopping momentarily when he hissed about her teeth. She pulled her lips over their edges a bit more firmly and returned to her task, sucking, licking, stroking what couldn't fit in her mouth. She felt the muscles in his ass twitch as he tried his best to be good and hold still. He wasn't going to make her choke again.

When she ran her tongue along a vein that lead to the head of his cock, he let out a moan so low and wanton she just couldn't stand it. She groaned in response, rewarded with the tightening of his hand in her hair. The hand on his backside pushed him forward a little, tacit permission to move.

Soul's hips twitched before he stuttered forward, finding a shallow, loose rhythm against his partner's lips. Somewhere in the back of his mind he was sure he had died. Asura had killed him and somehow he had ended up in nirvana with a velvet tongue that cupped him and a startlingly sure hand that stroked him. His breathing was heavy and labored, eyes closed as he slowly lost his mind. He was hunching over Maka, thrusting slow and shallow.

He couldn't watch himself do it. It was so fucking dirty. Naughty. Obscene.

He liked that.

Maka apparently liked it, too. The suction increased and what had once been thoughtful humming had become groans that dripped with desire. She could taste the precum on her tongue, and it was bitter, salty. Unpleasant if she were to be honest, but she wasn't going to complain. And there was some part of her that enjoyed it, if for no other reason than it was Soul. She knew what Soul tasted like now, and that was fucking hot.

She drew the tip of her tongue along the underside of the head again, as that seemed to drive him deliciously insane. A noisy whimper reached her ears, high pitched and desperate. The floor trembled briefly as Soul stomped his foot and inhaled sharply. He was tugging at her hair now, babbling on almost incoherently.

And then she heard it,

"MakaMakaMaka, you gotta stop, I'm gonna come, gonna come gonna come-"

Soul's thighs were shaking and he was tugging at her hair, trying to pull her away. He wanted to finish so badly, wanted to paint her tongue white, but he knew she'd hate it. Why would she want to do that? He didn't like the way he tasted (of course he'd tried it…once was enough), why should she?

But he couldn't get her to move. Her other hand had come up to smack the other side of his backside and she pulled him in a little deeper. He heard her choke, didn't care, and stopped trying to ignore the pulsing heat in his stomach. He came with a sharp cry, muscles tense, back arched, his hands shooting to Maka's shoulders to squeeze painfully tight as he tried his best to be still.

Soul pulsed over her tongue, bitter and thick, and true enough, Maka _didn't_ like it. She pulled away after the first swallow, allowed the rest of his climax to splash her throat and t shirt. What little was in her mouth dribbled down her chin, which she hastily wiped away as she looked upwards. Her partner looked utterly destroyed, and that made her…happy. She did that to him. For him.

"That was ok?" she murmured.

The albino's chest was still heaving and he gave in to exhaustion, collapsing onto his bed, fingers twisting in his messy hair.

"Fucking incredible," he rasped. "You…you let me come in your mouth."

She nodded, but said nothing.

"Why?"

"I wanted to. Is that not ok?"

"It's totally ok. Couldn't have tasted good, though."

"It didn't," she stated factually. "But I wanted to try. That's why we do this, right?"

Soul laughed as he slipped away to pull on a pair of pajama pants, pulling off his t shirt in the process. Rather than tossing it into his laundry basket, he wiped the traces off their dalliance from her throat and offered a soft kiss behind her ear.

"Yes, that is why we do this."


	7. Emotions taking me over

**A/N: Emotional fallout. Women aren't the only emotional creatures on the planet after all.**

* * *

"What do you think when you see me naked?"

The question was completely out of the blue. One Maka was not prepared to answer.

The two of them were laying together on the couch. Maka was settled between Soul's legs, her back pressed against chest and his fingers splayed out over the bare skin of her belly. Her shirt had ridden up and he'd taken advantage of that. Soul took any chance he could to touch her as long as she allowed it.

"I don't know how to answer that, Soul," she replied honestly, making an attempt to sit up. She was held fast in his arms and slumped back in defeat. It was clear they were about to have a serious conversation. One she did not want to engage in.

"I feel afraid when I see you naked."

This made Maka stiffen. Soul was…going to talk about his feelings? Soul didn't talk about his feelings. Not without a ton of prodding and poking. And even then his emotions were yelled out because he just got so irritated with her incessant badgering that he couldn't take it anymore.

"I want to touch you. All the time. Everywhere. I feel hot, and cold. Desperate. Like I'm dying. And I don't understand it. I wonder what it would feel like to be…to be…"

Maka craned her head up to view his face as he stopped speaking. His gaze was fixed straight ahead, heated and hard. She squeezed his hand gently, rubbed her cheek against his chest and allowed herself a deep breath. Waiting to see if he would continue.

His voice came as a whisper. "Please tell me you're scared, too. I can't be the only one. I don't know…I don't know how to deal with any of this. I can't…"

This made her sit up. She turned to face him, pulling her legs into a pretzel to offer him some distance. She wasn't entirely sure he needed it, but this felt like a more serious discussion than could be solved by cuddling.

"I don't understand what you mean, Soul."

She really didn't. Not yet.

His head turned sharply, staring at the door in their entry way.

"I feel like an animal. I'm supposed to…I should be able to think. To think about more than sex. I shouldn't want to constantly know what it would feel like if I was…" he trailed off again. "Men are supposed to think this way. I've been told we are. But I feel disgusting, and stupid, and I don't know what I'm supposed to do or how I'm supposed to do it! I'm just...I'm just supposed to _know_! I'm supposed to just lead, to teach _you_ how to enjoy…nobody's ever told me how to deal with…UGH!"

And then it clicked. Green eyes widened for a brief moment before she leaned forward to take his hand again, softly stroking long digits.

"Soul," came the plaintive whisper. "You don't have to know everything. I don't know everything."

He snorted at her, refusing to meet her gaze.

"Do you think that this is easy for me? I know we treat it as a game. I know we call what we do "lessons" and that we use each other to learn."

This time he cringed, though it was all true.

"I'm terrified. I understand theory and study. How do you study for this?"

Soul opened his mouth to respond and she cut him off with a glare. "If you say "watch porn" I swear to death I will end you."

He said nothing.

"The first time I saw…you," she coughed, "I wondered how the hell something like that was ever supposed to fit…"

"Please don't say it," Soul whimpered, covering his eyes with his hands.

Maka rolled her eyes, though she was slightly amused that he was being the prude for a change.

"I think about it just as much as you do. I am just as clueless as you are. I am just as afraid. It scares me that I dream about you. That I constantly want to shove my hand down your pants. That I _like_ it when you grind against me on your bed. I'm told that I'm supposed to let you do it, but nobody tells me that I'm supposed to enjoy it...or how to handle how I feel when I do. But I trust you. More than anybody else in the world. So, you know what I think when I see you naked?"

He shook his head, brave enough to look at her now.

"I think that if I'm ever going to let anybody in like that, be with anybody, there's nobody else I'd want to have as my first."

Soul ran a shaky hand through his hair, nodding weakly. He shifted uncomfortably before he slid forward towards his partner. She automatically unfolded herself to lay back, head against the armrest of the couch, hands reaching up to cup his face as he gazed down at her.

"I want to know," he paused to kiss her nose, "what it feels like inside of you."

He shuddered at his own admission, closing his eyes as small fingers combed through his hair and rubbed his nape. She had no words for him.

"I want to know what it feels like when you say my name and I'm moving in you."

That made Maka shiver, and without thinking, she said, "I want to know, too."

Soul pulled away from her then, just enough to view her face and press a soft kiss to her lips. Her fingers continued to pull through his hair and she flicked her eyes from his throat to his collarbone until they finally met red orbs again.

"You're not disgusting, you know. There's nothing wrong with you."

He nodded idly.

She pulled his head down so they could rest forehead to forehead, breath intermingling, almost no space between them.

"I mean it. I don't trust anybody else the way I trust you, Soul. I wouldn't let somebody disgusting touch me the way I let you touch me."

Soul allowed himself a nervous chuckle before moving away to pull her into his lap and settle down for an evening of snuggling together. For all their sexual forays, if there was one thing Soul appreciated more than anything, it was the fact that he could still just sit with his meister in companionable silence and just be with her.

And the only thing that either of them truly needed or wanted was to be with each other.


	8. Even Cool Guys Need Advice

This was the worst. The absolute worst. Soul could not think of any place he wanted to be less in the world than where he stood. Even has he raised his fist to pound on the door, he could feel his feet turning in preparation to run away. Alas, his thunked out call was answered. A red head in pajama pants and t-shirt greeted him, disdain written all over his pale face.

"What the hell are you doing here, Octopus Head?"

"Great to see you, too, Old Man."

They both stood in the doorway, sizing each other up in silence. Nothing had changed in the four years that Maka and Soul had been partnered. Well, nothing had changed between Soul and Spirit. For all they had in common (and it was quite a lot, even beyond their connection to Maka), the two still didn't particularly get on. Soul had a cautious respect for Spirit as a death scythe, which was tenuously reciprocated by the older man. More because Soul was a death scythe that had been created by his darling daughter than out of any sense of the younger having earned the title.

"Are we gonna stand here all day, or are you gonna let me in?" the albino growled lowly.

Spirit raised a thin eyebrow, though he did stand aside to allow Soul inside. The younger male sauntered through the entrance, hands stuffed in his pockets, head bowed. This was not the first time he had been to see Spirit, but that wasn't something Maka needed to know. He did not ask for advice from the other weapon often, but there were certain things that needed to be discussed scythe to scythe…man to man. Things that his friends could not help him with.

Soul settled into a nearby chair, sinking into the cushions and tangling his fingers in his hair. The click of the door closing was heard and then Spirit was across from him, sprawling out on his couch, lazy as could be.

"It's two o'clock in the afternoon. Why the hell are you still in pajamas?"

"Why the hell are you here?" Spirit returned calmly. Even when he swore at the boy there was no real bite to his words.

Soul wrinkled his nose in distaste before sighing and turning his red eyes to the ceiling. This was a tentative subject. He needed information without giving too much of his own away. He wasn't the best at being covert. Then again, this was Spirit, and if there was one thing Soul was relatively confident about, it was that he and the other scythe were on relatively equal footing when it came to intelligence. Soul wasn't stupid…and Spirit wasn't very smart.

"I need help with…a girl. Well, not so much a girl, but what you…what you do with a girl," he coughed awkwardly.

"Trying to get your dick wet, Octopus Head?" Spirit inquired coolly, hands tucked behind his head, mirroring Soul's posture.

The crass nature of his elder no longer surprised Soul, so his response was simply a non-committal hum of agreement. The two of them had a comfortable, if not strained, rapport that worked for them. The older man didn't even rail against him about Maka's purity anymore. Didn't consider him a threat. Either the man figured they were already together and he could do nothing about it, or he believed Maka would forever remain a sweet little virgin.

Soul would let him believe whatever he wanted. He didn't need to know that Soul's fingers had been buried between his daughter's legs, or that her mouth had been wrapped around his dick.

"You're disgusting; you know that?" Soul sneered. Much like Spirit's words, his held no heat.

"Stalling."

Caught.

"Do you remember the first time you had sex?" he blurted.

"Mmm, yeah," Spirit murmured happily, tongue lolling out of his mouth for a moment. "That's not something you forget unless you're black out drunk or high as a kite."

Soul cringed as he witnessed the other man reveling in his memory. So gross. But he had to ask…this was important.

"When you were…I mean did it concern you that…UGH!" Soul took a deep breath before he continued. "Did you worry about transforming at all? I mean, I haven't done that since Maka and I first partnered up, but…" he stopped and gulped. The idea of accidentally cleaving his first sexual partner in two made him ill.

Spirit sat up abruptly, realization spreading over his features. The younger man was surprised to find no judgment there. No amusement, no laughter. If anything, there was…concern. And that was fucking creepy.

"Don't look at me like that!"

"It's ok, you know," the elder spoke softly. "To be afraid. It's normal."

Soul pulled his feet up onto the chair to sit pretzel legged, frowning at the dirty carpet as if it had somehow wronged him.

"I know…stuff," he began. "I know about condoms, and birth control pills. I know that yes is yes and no is no, and yes can turn into no. They teach us that stuff, in between the lessons about how to kill monsters," he finished with a rueful laugh.

"But they don't teach you how to deal with the emotions."

Spirit had supplied the words for him, and red eyes met disturbingly familiar green. Those eyes were like Maka's. They weren't hers, but they were so similar. Even the way the older weapon was looking at him made him think of her.

He couldn't hurt her. He wouldn't.

Spirit stood silently, walking to his fridge to grab a couple of sodas. One was gently tossed to Soul, and the elder opened his drink before continuing.

"I did."

"Huh?"

"The answer to your earlier question. I did. Partially transformed," the red finished calmly, as if it were nothing. And without another word, three blades of black and grey appeared in succession over Spirit's spine.

The albino boy said nothing, merely watching and waiting. Spirit could be incredibly serious when it was necessary, and now seemed like one of those times where it was better to listen than to ask more questions.

"It scared her," the red began. "It scared me, too. I had always been in control of my weapon form, even when I was young. For me to not have it…to lose that ability even temporarily. It was terrifying."

Plaintive eyes sought out those of his companion.

"I think the only other time I was that scared was when Maka was born."

Soul's Adam's apple bobbed in his throat, fingers scratching roughly through his mane of white.

"So what do I…how am I supposed to…?"

Spirit's blades receded in a flash of white as he turned to face the younger scythe. He took a swig of soda as he leaned against the counter top, his free arm wrapped around his waist.

"You let yourself be afraid."

"Seriously!? THAT'S your advice!?" Soul yowled at him.

Spirit did not rise to the albino's bait.

"It is. Sex isn't meaningless. At least it shouldn't be. I've made enough mistakes in that regard to know it," the elder groused. "It's scary, and awkward, and strange, and…messy." Spirit winced at the last bit. "But, with the right person, it's just…safe. And wonderful. Life changing."

"And I'd love to experience all that, but it's kinda hard to do if I run her through because I can't…"

"Stop it."

"But I…"

"Stop. You're overthinking it. Your body is already gonna do all sorts of things you don't want it to, believe me," the flame haired man frowned, apparently remembering a less pleasant encounter. "You know how to control yourself. It's just. Steel. It's fine. You live with it every day. You control it every day."

Soul bowed his head again, playing with his fingers. He usually had no problem meeting any challenge the elder threw at him. He liked to be defiant just to piss him off. But this was different.

"Why did you transform? When you were with her, I mean?"

The red took another gulp from his can.

"You're not going to like the answer," he said honestly.

"Tell me anyway."

"I don't know. I don't know why. I know that I was stressed, and afraid, and excited. It felt a lot like when we engage in battle, honestly. I was on this sort of high that I wasn't quite familiar with yet."

Soul blinked at him, looking more lost than when he had arrived.

"Y'know, kid, you don't have to have it all figured out right now. There's no rush to grow up. Take your time. You want to protect her, I get it. You take that job seriously, and that's not a bad thing."

The albino searched the red's face for any hint that the "her" he mentioned was Maka.

Spirit gave absolutely nothing away.

Soul heaved himself out of the chair, setting his unopened soda on the nearby coffee table. Even though Spirit's advice didn't seem like much at all, he somehow felt better. He turned to head towards the door, and the elder made no move to stop him. This was a typical way of dissolving their interactions. They always came to a sort of natural end, and Soul would simply depart.

As Soul's hand settled on the doorknob, he heard Spirit call after him.

"Hey, Octopus Head!"

"Eh?"

"Make sure you use some goddamn protection! I'm too young to be a grandfather!"

Fuck.


	9. It Could Be Awful

Thin fingers curled into cotton sheets, a hitched breath fluttering between parted lips. Her cries for him were soft and laced with desperation. He stroked her hair and kissed her temple to quiet her. Whispered to her that she was perfect. This was perfect. A foot hooked behind a thick thigh, heat wafting over her body as he rocked into her and she chanted his name over, and over, and over. It was the only word she still knew.

"Soul…Soul, Soul, Soul…" she sighed as her hips undulated against his.

"So good, Maka. So perfect. Just for me," he whispered lowly in her ear.

He moved to brush his lips against hers and she chuffed at the roughness, then gasped at her sudden inability to breathe. She was being smothered! The spell was broken and she struggled for a brief moment, only to sit up to be greeted by the darkness of her room and a strange empty feeling in her chest as she realized she was alone. Her pillow was hugged to her chest and she suddenly recognized the sensation that had been against her lips, the wetness of the fabric confirming her suspicions (much to her mortification).

The pillow was roughly tossed aside before Maka ran her fingers through tousled tresses. This was the fourth time this week she'd had that dream, and it was driving her mad. She was tired of waking up hot and bothered, wet and throbbing between her legs. She had a vibrator, and on occasion she used it, but since starting her lessons with Soul, it couldn't hold a candle to the magic he worked on her body.

Maka knew he wouldn't mind if she woke him up for a bit of fun, but it felt wrong to her, and so she suffered as quietly as possible within the confines of her bedroom. Something had to give, though. She was pretty sure she was ready to proceed to "the big lesson" and Soul's recent behavior during their recent study sessions lead her to believe he was ready, too. She felt him holding himself back with the way he touched her. A boldness he was trying to keep in check, presumably so he wouldn't scare her away.

She smiled a little at the thought that he believed he could scare her off. There wasn't a chance in hell. He was stuck with her.

Seizing her pillow with the thought that she should attempt to get a little more sleep, Maka made the decision that tomorrow she would take a trip to talk to the one person she believed could help her. She had become like a mother to Maka in the absence of her own, and that was what she needed right now more than anything. Advice from an adult who wouldn't judge her or blab to those that were more experienced.

Blonde locks fanned out as she situated herself once more and she barely suppressed a shudder as the memory of Soul's body moving over her pervaded her senses once more. Yes. She was ready. She just needed a little more guidance before she took that last step.

Marie would know what to do.

A steaming mug of tea was held in delicate palms, long legs tucked up on the couch she rested on. Maka stared at the steam that curled gracefully upwards, shifting as she tried to make herself comfortable. Green eyes darted about the room, landing everywhere but on the older blonde stationed across from her.

A soft smile graced Marie's face as the younger fidgeted in place before taking a nervous sip of her beverage. Maka had long since become accustomed to spending time in Stein and Marie's shared abode, so that certainly couldn't be the reason for her current agitation. What, she wondered, was the source of her discomfort? She hummed quietly as she took a drink from her own mug, waiting in silent patience.

"Tell me about sex!" Maka blurted.

Marie spluttered and rushed to set her mug down as she choked on tea. She dabbed at her mouth with a napkin before crumpling it in her palm, free hand raising to thread through her hair.

"Well, that was abrupt, wasn't it?" she chuckled.

"I'm, sorry…I just…I have questions. I don't know who else to ask and…"

Marie offered another soft smile and reached out to pat Maka's wrist.

"Don't apologize. You just caught me off guard is all."

Maka's mug joined Marie's on the coffee table, all pretense of relaxation gone. She sat up tall, back rigid as she stared into gentle eyes, fingers interlocked and turning white from the pressure.

"I want to have it. Sex…I mean."

"Oh?"

"Y-yes. Yes. I mean, I think I'm old enough. And I…I've found someone I trust."

"That's good, Maka. But why did you come to me? Don't think I'm not flattered that you've put so much trust in me, but I know you. You study everything thoroughly. I know you've read up on the mechanics of sex, how to be safe…what could I possibly offer you?"

"I understand the mechanics, but I'm not always the best with…feelings. And what am I supposed to do if I do something wrong? What if he doesn't enjoy it? What if…what if I belch or something in the middle of it!?"

Marie outright laughed at the last part of Maka's outburst. It was loud and near hysterical, arms clutching at her sides. She sniffed heartily and dabbed at her eyes with a napkin before raising a hand to placate the offended teenager.

"I'm sorry, I'm so, so sorry! I shouldn't have laughed! It's just…it's totally a possibility."

"What!?"

"Maka, nothing about sex is particularly…clean. It's a tangle of emotions, and arms….and legs. It's sweaty, it's wet, it's uncomfortable. It's thrilling and dangerous. It's awkward and sometimes downright disgusting.

The young blonde frowned, opening her mouth to speak. Marie continued before she could object.

"It is also incredibly intimate. And the reality is that poor positioning happens, passing gas happens," she paused to cough, "but, with the right partner, those things are easily laughed away and forgotten. What matters is connecting with the person you're with."

"Do you think that you should save yourself for someone you…love?" Maka bowed her head as she asked this question, fussing idly with her skirt.

The older woman paused to consider the inquiry before she stood and crossed the short distance to sit on the couch beside the younger. She reached out her hands and pulled Maka's into her lap, thumbs rubbing in circles over back of the girl's hands as she spoke.

"When I was young, I thought that such intimacy should be shared with someone I loved. But I didn't understand what love really was. I was too inexperienced, too naïve. I didn't realize, couldn't realize, how many different kinds of love there were."

A finger slipped beneath Maka's chin to make moss eyes meet somber chocolate.

"Love is many things, Maka. But more than anything, it is trust. And when you give away this part of yourself, you need to give it to someone you _trust_. Because this is something you don't get to take back. It is something you will remember for the rest of your life. Even if it is awful, it can be the most wonderful kind of awful. A beautiful sort of terribleness you'll remember with fondness…if it's with someone you trust completely, wholly, unequivocally."

"Was your first time…"

"Horrendous," Marie laughed, but it was rueful, not nostalgic. "Take your time, through all of it. Don't rush because you feel the need to match your peers. Don't be in a hurry to grow up. And please, for Death's sake, don't let him skimp on the foreplay!"

"MARIE!" Maka squealed, hiding her blushing face in her hands.

"It's sound advice! Vaginal tears aren't something you…"

"Oh my DEATH! STOP!"

The older woman laughed and hugged the teen to her chest, pressing a kiss to her forehead. Her laughter stopped only when Maka hugged her back and whispered a ginger, "Thank you," into her neck.


	10. Talk it Out

**A/N: One night, two chapters! WINNING! Next chapter will be the last, so it's probably gonna be long as shit.**

* * *

It had been two weeks since Soul and Maka had a chance to indulge in any further learning. A sudden increase in kishin activity kept them away from home and in the midst of battle. Injury and interruption prevented any contact beyond curling up in bed after washing off gore and tending to torn skin and bruised muscles.

Now that they had returned to Death City, Black*Star wanted Soul to come to the park to play basketball with the other boys. Liz wanted Maka to have a girls' night with Tsubaki and her sister. Soul wanted to stay home and attempt to cook a meal for Maka, in the somewhat selfish hope that it would lead to making out on the couch. Maka wanted to soak in a bubble bath and shave her legs before attempting to seduce her partner.

In the end, none of those things happened.

In the wake of their most recent battle, freshly bathed and bandaged, the pair cuddled on the couch. Ray Charles wafted through the speakers of their old radio, and Soul sang quietly as he pulled his fingers through Maka's hair, her head pillowed on his chest.

"Georgia, Georgia," came the soft tenor, "the whole day through. Just an old sweet song, keeps Georgia on my mind…"

Maka nuzzled herself into Soul's neck, allowing the easy weight of his voice to settle onto her. Her arms squeezed his ribcage and she sighed. When he paused, she looked up at him with eyes that were wide and clear, and he tipped his head at her, lopsided grin completing the look.

"What? Why are you looking at me like that?"

"You never sing," she whispered. "Please don't stop."

He offered a quiet sigh, that crooked smile softening into something serene as he nodded.

"Other arms reach out to me, other eyes smile tenderly. Still in peaceful dreams I see, the road leads back to you…"

Soul didn't make it through another verse. His lips were covered by Maka's, sweet, soft, and as unsure as the first time they'd come together this way. He huffed against her before offering a soft kiss in return, a long finger tracing along her jaw.

"What was that for?"

"I…trust you."

There was a chuckle, and then he leaned down to press his forehead to hers, his eyes crossing as he said, "I trust you too, Bookworm."

A palm pressed to his chest as she pushed herself upwards. She felt his heartbeat there, strong and sure, and it strengthened her resolve to give in and articulate her feelings for a change.

"I mean I trust you with everything. My heart, my soul, my _life_. Every day, my life is in your hands. And I want…I want…" she swallowed harshly, trying to tame the nervous nausea that threatened to overtake her. "I want you to have my body, too. If you want it."

"I…that…that is…that is incredibly cheesy," Soul laughed, bundling her up in his arms before she could strike out at him. His timing was perfect, because she did try, settling for kicking at his legs when her arms were rendered immobile. "It's cheesy, but I don't mind. I'm cheesy, too. You're the only person I've ever trusted this much. Even among our friends I don't…they don't know about my family like you do. They don't know why I loathe the piano, but still adore music. They…they don't know how scared I am to disappoint you."

Soul's grip relaxed and Maka was able to snake an arm out to push pale bangs away from his eyes. Eyes that were positively burning…for her.

"I'm not looking for perfect, Soul. I'm not…"

"You are…" he nuzzled her temple.

"I'm _not,"_ she insisted. "I'm just…this is the last piece of myself that I have to give. And I wouldn't give it to anybody else. I don't want to give it to anybody else."

He shifted beneath her, hands on the small of her back, running up and down her spine. He shuddered and turned his face into her hair. To her surprise, he wasn't hard. She was in the perfect position to feel such a change, but there was nothing untoward pressing against her.

"What about dinner? And candles? Walks on the beach? Sonnets?"

She frowned at him. "Have you been watching shitty rom-coms again?"

His response was an incredibly sarcastic roll of his eyes. "No. I just thought those were things that mattered to you."

"What matters to me," a kiss was placed on his jawline, "is that I do this with somebody I trust. Wholeheartedly, undoubtedly, undeniably. And that's you. Ok?"

With his forehead pressed to hers, he responded with a near breathless, "Ok."

And then he was up and she was in his arms, squealing in surprise.

"Soul! What the hell!?"

"Come on, Maka. Let me romance you at least a little."

There was that crooked grin again. She couldn't say no to that, and she craned her neck up to kiss him softly, slowly, her fingers curling in the hair at his nape, just like he liked.

"Take me to bed, Soul Evans."


	11. Strike

**A/N: It's still not a love story. And it's still not over**

* * *

Soul stood in the hallway with Maka cradled in his arms. A couple of quick kisses were stolen before he placed her on the floor and looked between their two rooms. Both doors were open, and there was a small part of him that was hoping she would allow him into her room. When she took his hand and lead him into the dark cavern of his own space, his face fell a little.

She noticed. Of course she noticed.

Warm hands reached up to cup his cheeks and she raised herself on her toes to kiss his nose before she spoke.

"We're not in here because I don't trust you in there. We are in here because I feel safe."

Warmth blossomed in the young male's chest and he nodded gently before moving to close the door. Maka remained in her spot, gripping her fingers and staring at the floor. He did much the same, raising a hand to idly scratch as his nape.

"So, do you wanna…I mean, we don't have to…" he mumbled awkwardly.

"No! I mean, yes! I want to…with you…" she answered, equally awkward.

Shy laughter escaped them both and then they heard the rumble of thunder outside Soul's window. Maka visibly cringed. She hated storms. There was something ominous and unsettling in how a serenely blue sky could turn dark and roil with anger. When she was young, her father had told her it was angels bowling.

Sweet idiot.

A crack of thunder struck near enough to make the windows shake and Maka yelped before hiding herself in Soul's arms. He reacted on instinct, as he always did, using his own body to shield her from terror. It both amazed and amused her that she could stare down a slobbering monster that was intent on ripping out her innards without a second thought, but the friction between some clouds reduced her to a trembling mess.

He was smart enough not to comment on it.

Another crash had Maka shivering in Soul's grip and he kissed her temple gently, fingers caressing along her lower back as he whispered to her, low and even.

"S'ok, Maka. It can't hurt you any."

"I know that!" she snapped. But there was no malice in her tone.

"Come on, come here."

Soul tugged her to his bed, flopping onto the mattress and pulling her into his body, her face to his chest. His fingers carded through her hair and skimmed along her back, his own chest rumbling with a noise that was awkwardly akin to a purr. He pulled away slightly when he heard a small sniffle, brow furrowing in concern.

"Maka?"

"I'm sorry."

"Hmm? For what?"

"I ruined it. We were…I wanted to…I…"

Soul huffed and then tucked her head back into his chest, casually throwing a leg over her hip. A quiet reassurance that he was neither angry nor disappointed. Maka's comfort would always come before his own, and the reality was that he wasn't uncomfortable now anyway. He already understood what it felt like to be desperate for sex; for his hormones to be out of control and the itch in his palms able to be sated only when his hands were on her smooth flesh.

That wasn't how he felt now at all. He felt…serene. Protective. Needed. There was a strange sort of calm that settled over him and he sighed, hugging Maka more firmly against himself. He felt her breathing slow and even out and he realized she had fallen asleep. It didn't take him long to join her, well at ease knowing she felt safe with him.

The pair woke roughly an hour later, Maka blinking the blurriness from her eyes while Soul stretched and turned his head to yawn. He kissed her forehead and rubbed his thumb over her cheekbone, a stupidly fond smile easing the normally lazy lines of his face. Maka didn't know how others couldn't see that he was so incredibly…

"Handsome."

"Eh?"

She shook her head gently before pressing her lips to his. The pressure was light, strangely shy when one considered the activities the two had engaged in over the last several weeks. But Soul didn't question it. He welcomed her warmth and the press of her body against his own. Reveled in how she didn't shy away when he pulled her against him. And he was elated when she rolled onto her back and pulled him atop her.

Cautious fingers worked their way beneath her t-shirt, skimming along soft skin. He nosed at her jawline to tip her head up and expose her throat, teeth gingerly pinching sensitive flesh. Her contented sigh and the spread of her legs made him bolder, and Soul settled his weight more securely over her. He felt her fingers curl against the waistband of his sweats for a brief moment, a slight hesitation, but then she sighed again and rolled her hips against him and he continued his teasing.

Maka's hands didn't remain idle for long, opting to slip under Soul's shirt as well to mirror his actions. First they slid up his sides, over his ribs, and then they drew forward and down, over the ridges of his abdomen before curling up and around to the small of his back. When she slid her palms over his belly again, he groaned.

"Is this ok?" she whispered.

"Mmm, yeah…feels good. You don't have to stop."

Maka worried her lower lip for a short moment before she tugged the hem of Soul's shirt upwards. She chanced a glance at his face to ask passive permission to remove the article of clothing. He only chuckled low in his throat, removing the first physical barrier between them. She just stared.

"Earth to Maka? You ok there?"

She nodded a little, dusty strands of loose hair falling in her eyes.

"Can I just…look…for a minute?"

He laughed, soft and light. It was unusual for him to be so carefree, but it felt fitting in the moment. She knew he was just trying to ease his own anxiousness.

"It's nothing you haven't seen before, Bookworm."

"I know. But, I like to look at you," she murmured. It wasn't something she'd ever admitted to him before, but it was true. She thought he was sinfully beautiful, and she loved to look at him. His resulting blush was also adorable, and she told him so.

"Shut up!" he laughed at her, even as he turned his head away, embarrassed. When he dared to look at her again, he pressed his forehead to hers, ghosted a kiss across her lips, and rumbled, "I like to look at you, too."

Maka's hands were roaming again, sliding over the contours of shoulder blades and lat muscles, dipping into the curve of his spine, lightly scratching her way back up his body to grip the hairs at the nape of his neck.

"Right there, feels nice," she gasped as Soul bit at her collarbone.

One hand was braced against the bed to keep from crushing her with his weight, but the other had found a breast, the pad of his thumb repeatedly brushing over a nipple. The push of his body was delicious, the heft of him reminding her of her own small size, the way he shivered when she touched him filling her with a strange sense of power. But this wasn't enough. None of it was enough. She needed more, but voicing it was difficult.

It turned out she didn't need to. Soul's fingers were curling into the waistband of her pants, and then they were shoving her shirt up, and then he was tugging at the bedspread again. He didn't know what to do with his hands. There was a growing desperation in his wavelength and he whimpered at the woman beneath him.

"Maka, can I? Please?"

She nodded fiercely, shucking her nightshirt as he pulled off her pajama pants. Quick work was made of his sweat pants and boxers, and then they were both completely bare. This wasn't the first time they'd been naked together, but the weight of what they were about to do settled heavily between the pair as they exchanged shy glances and cautious touches.

The two of them were bruised from their latest mission, splotches of purple and blue dotting arms and stomachs. There was a cut beneath Soul's eye and a long scratch along Maka's ribcage. Faded silver lines adorned Maka's hips and the gnarled reminder of their fight with Crona stood out prominently against Soul's skin.

They both cataloged the injuries of the other, embarrassment giving way to reverence. Fingers trembled, their breaths shaky as they intermingled, kisses frequent but based more in reassurance than arousal.

Soul buried his face against Maka's neck, inhaling deeply as his hands slid down her hips and underneath to cup her ass. He smiled as she gasped against him, groaned when her fingers tightened in his hair.

"You ok, Bookworm?"

"N-nervous," she stuttered.

He nodded, though she couldn't see it, and placed gentle kisses along her jaw and over her throat.

"S'ok. Don't know what I'm doing, either. I don't…I don't think this is going to last very long," the weapon admitted, flushing straight down to his chest.

Maka pushed him back then, just enough to look him in the eye before she said, "I don't care," and pulled him down to join their mouths together.

"I love you," she murmured against his lips, chest going tight and ears glowing red.

"I know," was his soft response, followed by a swell in his wavelength that begged her soul to melt into his.

There was no need for him to say he loved her too. It bled into her very being every time he touched her, breathed her name, tended her wounds. She knew. He knew she did. Because love and trust had them bound to each other.


	12. Drain

**A/N: You guys know how it is. I write when the urge hits, and it hadn't hit in awhile. It's back. Enjoy some awkwardness.**

* * *

The name of the game was supposed to be "slow", but desperation quickly overtook sensibility. The pair was a mass of tangled limbs and flushed skin, their kisses awkward with teeth clacking together and nails catching in the sheets. It was all incredibly juvenile.

Not that either of them cared.

"Wait, wait, wait," Soul gasped. "I need…I have to grab a…OI! Careful with that!" he yelped as Maka squeezed his dick in impatience.

"Whaaaaaat," she whined. "I want you in me!"

"Need a condom first," he shivered and panted, trying to reach over her head to the drawer of his bedside table.

"Souuuul! We don't need one!" the meister called out to him, hips rolling upwards.

"The hell we don't! I don't—ah FUCK!"

Maka had shimmied her way up his body, the heat of her sex making contact with his length. She was whimpering and undulating against him, trying to capture him between her thighs. He tried stuttering out her name to get her to stop, but it was just not happening. His meister had lost her fucking mind.

And he lost his.

Soul tried his damnedest to think of anything but the slick warmth slipping along his cock. Dead cats. Disemboweled witches. Spirit masturbating. But all of it was for naught. He clenched his fists in his pillow and came across Maka's inner thigh and belly with a garbled noise, hips jerking sporadically.

The scythe meister went quiet and still, the air heavy with tension. She was afraid to move, afraid to speak, so she did neither. The temptation to ask if he had finished was on the tip of her tongue, but she couldn't bring herself to voice it. There was no reason to. She felt the tacky fluid already drying on her stomach.

It took the weapon a couple of minutes to move, his hair falling in his eyes, face flushed redder than Maka had ever seen it. He was absolutely humiliated and wanted nothing more than a vortex to swallow him whole and erase his shame. This wasn't how it was supposed to be.

"Soul…?"

He froze for a moment, still hovering above her, but he didn't look at her. When she didn't follow up with her inquiry, he slipped off the bed to grab his t-shirt, gently wiping off Maka's stomach and thighs before pulling on his sweatpants and disappearing into the hallway.

The blonde made a mad dash for her own clothing, scrambling to get herself put together as she followed him. She didn't want to be left behind nor did she want him to be alone. _She_ didn't want to be alone.

He was in the kitchen idly clamoring about before pulling out a glass and pouring himself some water. He wasn't thirsty, but he needed something to do. Something to extinguish the embarrassing burn of his face and the opprobrium that roiled in his stomach. The albino knew, in the recesses of his mind, that what had occurred wasn't abnormal. It happened.

But it wasn't supposed to happen to _him._

"Soul?"

There she was again. Of course she had followed him. Why wouldn't she? He was just barely able to meet her eyes, sipping lamely at his water while she watched him, staring with wide, dewy orbs. She looked upset, but why wouldn't she be? He'd blown his load all over her from nothing more than some grinding. It was pathetic.

"I'm sorry," Maka whispered.

That caught his attention.

"What? Why?" he frowned.

"I…don't know," she admitted. "But I don't want you to be upset."

"Kinda difficult not to be, Bookworm."

"I didn't…I didn't mean to…I mean I…"

Soul set his glass on the counter, leaning back against the sink as he sighed. He didn't know what to say, what to do. What had happened was…it was…he didn't even have words for it. He wanted to forget it had occurred at all, but that wasn't possible.

"I'm not upset with you," he said suddenly. And it was true. While he had been momentarily frustrated by her behavior, what had rattled him was the betrayal of his body. "I just wanted to…you were rubbing against me and…" he flushed at the all too recent memory.

"Mood's kinda ruined, huh?"

The ivory haired male snorted in response, staring at his feet.

"Can we just watch a movie, maybe?" Maka asked hopefully. She wasn't tired, and considering their disaster of an evening she just wanted to cuddle up with her roommate and relax.

Soul smiled at her then, crooked and roguish, and nodded his agreement.

"I'll make the popcorn. You go pick something."

Ten minutes later they were curled around each other on their ratty old couch. Titanic was Maka's movie of choice, and while Soul had groaned in protest he decided it wasn't so terrible if it meant his meister would stay cozied up to him so nicely. He could suffer through awkward romancing and people drowning for her.

She idly munched on the salty snack he had provided and he stroked her hair while making snarky comments about Cal being an oblivious idiot. Pink lips parted in a laugh when she concurred with Cal's idiocy and the pair easily fell back into their usual banter. It felt good after their earlier gaff.

Of course, Maka was as devious as Cal Hockley was stupid. She hadn't chosen the movie because she liked it. She believed it to be a load of complete codswallop, and the tragic romance between Rose and Jack was woefully cliché rather than undeniably romantic. No, Maka had chosen this movie because…

Ah. There it was. A soft huff of breath, a subtle shift of his hips.

Maka had chosen the film because an hour and twenty-two minutes in, Jack drew rose. Jack drew rose _nude_. And for a few brief seconds Soul would bear witness to a gloriously bare chest. Though Soul was unique in many ways, the way his oversexed teenage brain worked was not one of them. The slightest hint of nipple had him rock hard in seconds. His body certainly wasn't making any exceptions presently, an audible swallow following another awkward twitch in his hips.

"Hold still," Maka chastised him softly, nuzzling deeper into his side. She didn't mean it, but the words gave her an excuse to inch her hand over his thigh to rest near his crotch. A pretense of getting him to quit moving.

"S-sorry," he stuttered, ducking his head to hide his face.

"Are you ok?" she feigned concern.

"Yeah. I'm—I'm fine," Soul gritted out, arms crossing over his chest.

Maka knew he was attempting to look relaxed, though he was anything but. The tension winding through his body had him strung taut, even as he tried to slouch down on the couch. That was a mistake. It forced his hips to jut out and provided the perfect opening for Maka.

But she didn't take it. She instead opted to rub along his inner thigh gently before turning her head back to the screen. It was cute that his blush matched Jack's. He made it another ten seconds before a tiny whimper escaped him. And that, the blonde knew, was her invitation.

She sat up carefully, nudging the long forgotten popcorn bowl underneath the coffee table, giving herself the briefest of moments to take in the cherry red of her weapon's ears peeking out from his mop of hair. One second more to change her mind, deviate from her plan.

It was a foolish notion. There was no going back because she was already moving, worming her way into his lap as she had the first time they had met on the couch in this fashion. Only this time Soul did not demand that she remove herself. He exhaled lowly and adjusted his position beneath her, eyes flicking to her face as he attempted to comprehend what it was she wanted. The gentle press of fingertips against a lightly stubbled jaw gave him the information he needed and his lips met hers in a tentative kiss.

Cautiousness quickly bled away as familiarity took over. Her delicate fingers wound in his hair, his tongue sweeping over the roof of her mouth, shared breath fanning over each other's' faces. The movie continued along in the background, nothing more than white noise. There was a simple quiet between them. A calm they had been seeking in his bedroom that they had not found. A strange sort of neutrality that was comforting.

Maka brushed their noses together, unable to hold back a smile when offered a sharp toothed grin, crooked and roguish. He found himself counting the freckles that dusted her nose. Cinnamon and sugar, a little sweet, a little bitter, entirely Maka.

When she pulled her night shirt over her head, Soul's hands squeezed her waist and he looked around the room, a slight frown creasing his brow.

"Here?" he whispered.

"Please," she whispered back, imploring.

"But the condoms are in my…"

"We don't need one."

"But what about…"

"I have an IUD, Soul," Maka confessed in a rush.

"You're…but when?" he frowned again. He wasn't angry, just confused. It wasn't any of his business, but he thought she would have shared something like that with him. But then, why would she? They weren't dating. They weren't a couple. They were just…

"Since I started at DWMA. It's just school policy for females. In case we're ever captured, and…" she trailed off.

"I get it. I get it, you don't have to say anymore," Soul murmured into her neck.

"I wasn't trying to keep it a secret. It just didn't matter before…"

He silenced her with a kiss, wriggling beneath her to better press his bare chest to her own. It soothed them both as they fell back into an easy rhythm of kissing and rocking against each other. This sort of interaction was comfortable, and they sighed against each other, leaning into each other's touches.

Soul didn't want easy anymore, though. He was ready for complication, to be fully entangled with Maka, mind body and soul. And so he didn't complain when she disembarked from his lap to shimmy out of her pajama pants, taking that as a cue to remove his own, tossing them casually to the side, though he felt anything but casual at the present moment.

He was naked on his couch, dick standing tall and proud, twitching as his eyes took in the equal nakedness of his partner. She was cherry red from her head to her breasts…which she shyly covered with her hands crossed over her chest. It was pretty adorable.

"Are you just going to stand there all night?" he queried.

"Are you just going to stare at me?" she snapped back.

Nerves.

As much as Maka railed against traditionalism when it came to romantic or sexual interactions between men and women, Soul could see that he was the one who needed to take the lead in this instance. So he extended a large hand to her, the offering of a connection. She took it without hesitation, though there was a brief moment of consideration before she lowered herself into her weapon's naked lap.

This was so very different from anything else they had ever done or discussed, and it weighed heavily on them both. Soul's fingertips danced lightly along her spine and Maka buried her face against the strong sinews of his neck.

"Are you afraid?" she whispered against his collarbone.

"Terrified," he admitted lowly. "But it'll be ok, yeah?"

"Yeah," she agreed, nuzzling under his chin, tipping her hips forward. "It'll be fine. We'll be fine."


	13. Sigh

**A/N: They do the Do! It goes smooth...ish.**

* * *

She felt good pressed against him this way. Solid. Real.

His.

Her crotch was slick and warm, and he was rock hard, more than ready to be inside of her. He voiced that desire without thought, and she responded with a quiet agreement.

And then things got awkward again. Maka was trying to figure out how to best situate herself and hold onto Soul's dick, and get him inside her, all while she demanded he not look at her.

"What do you mean don't look!?"

"Just, I don't know! Close your eyes!"

"Dude!"

"Is this _really_ the time to call me "dude", Soul?"

"Death on a doorknob! HERE!"

And then Soul seized her hip with one hand, his dick with another, and was sliding it back and forth along her slit, gritting his teeth and trying to hold himself together. He was frustrated, but goddamn that heat! She was so hot outside, and he wanted _in._

"There! Stop!" Maka called to him.

He stopped. His eyes were closed now because he knew if he looked he'd blow it, and he couldn't afford that embarrassment twice in one night. He wrenched his eyelids downwards more firmly, snorting through his nostrils as Maka's hand pressed a bit too roughly into his collarbone. As she kneed him in the ribs. As she caused a bit too much friction trying to hit her mark.

One of her hands was braced against the wall behind the couch, the other pushing into Soul's shoulder as she shifted for better leverage. This was a lot more complicated than she had anticipated. You inserted shaft A into slot B. Why was this so hard!

"Goddamn it!" she groused. "I can't—Oh…"

Soul whimpered beneath her, the trembling of his thighs barely kept in check as he felt the head of his cock slip inside his meister. She was so quiet. So very quiet. But he felt her sinking down around him in small increments.

"Hnnn…ah…" he whined in soft puffs of breath. He was quiet, too. It surprised them both.

Shaky hands found Maka's pelvis, red eyes daring to crack open to take in her face. He expected to see her head thrown back in ecstasy, face flushed, maybe a bit sweaty. What he was greeted with instead was a meadow-eyed partner who looked to be in deep concentration.

"Wha..are you ok?" the albino croaked. "Does it hurt?"

Maka dropped her gaze to look at him, head tilting slightly. She wasn't entirely sure how to answer. No, it didn't hurt. But it didn't feel particularly _good_ either. She felt a strange sort of fullness, a stretch that was different from her toys. She had been expecting some sort of great epiphany, the realization that she was a woman now, or that this was a huge moment in her life. That some sort of primal instinct would take over her and she'd want to be fucked into oblivion.

Instead she looked down at Soul and said, "Your dick is in my cooch."

And she was still confused about it.

Soul's first inclination was to laugh, but it immediately dissipated and he found himself responding, quiet solemnly in fact, with, "My dick is in your cooch."

And then he shuddered against her, shifted his hips, groaned loudly.

"Are you ok?" she queried, fingertips twitching against the tops of his shoulders.

"'M not gonna lie to you, Bookworm…everything in me is screaming to move. I wanna move so, so bad."

He blew a breath of air through his nose again, tried to be still, started recalling various memories to calm himself.

Black*Star with hot dogs up his nose.

Tsubaki with kishin guts all over her face.

That time a blob monster infiltrated Kid's pool and burst all over everybody.

Stein's…just…just _Stein_.

"Impressive list," Maka whispered as she mouthed at Soul's jaw, undeterred. "Move. I'm fine. You feel…I'm fine."

His partner's words weren't particularly reassuring, but the demon weapon wasn't going to argue with her. He thrust his hips up sharply, grunted once, clamped his fingers down on Maka's waist, then moved them to her thighs, her ass, back up to her waist. He was all over the damn place, unable to find a rhythm, and Maka wasn't helping. She was just…there.

"You gotta _do_ something, Mak…I can't…this isn't…" his hips bowed upwards in frustration. "Fuck! You feel so good, but this isn't…Jesus, _help me here_!"

Maka understood his frustration. She tried shifting her hips forward, but that only resulted in a shallow grind. It felt good, but it wasn't satisfying. She tried raising herself upwards, but that proved difficult in the uneven cushions of the couch.

"Fuck it! Come on!"

She removed herself from his lap, ignoring his cry of protest and the sudden emptiness she felt as she stormed out of the living room and down the hallway. She knew he'd follow. He was dense, but not completely stupid, and the thundering of his footsteps was heard in quick fashion.

"In here!" the blonde called to him from her bedroom.

Soul stopped short, taking a hesitant step through the entryway. His reluctance was quickly quashed when Maka shot out a hand and pulled him to her, falling backwards onto her bed. Viridian sought out wine and suddenly the heavy atmosphere from earlier settled over them again.

A pink tongue slipped over dry lips before Maka took a deep breath and said, "I want…"

"I know."

She shimmied the rest of the way onto the mattress and Soul followed, pupils blown wide, his movements slow and predatory. He was calculating now. He wasn't at all sure of himself, only of what he desired. He didn't know what Maka felt, and in some ways, couldn't understand it even if he did. But there was something inside him, something demanding, urgent, and a little dark, that told him to take what he needed.

Maka spread her legs without a word and he settled between them, gripped his cock in his hand again, sought paradise between her thighs. He nudged at her once before looking up at her, gaze questioning, seeking.

"Yes," she sighed.

And Soul pushed. He hunched in his upper back and grunted, closed his eyes for a brief moment to center himself, and pushed again. He heard Maka below him trying to catch her breath. Her hands were up near her ears, fingers folded in towards her palms. Her forearms twitched as though she wanted to touch him but was afraid to do so.

He didn't think much of it. His consciousness was falling away in varying degrees, eyes glazing over, hips insistently pushing through soft resistance. Molten heat, silk and satin, sensations that didn't even have words to describe them.

Maka had her epiphany then, as an electric current snaked up the base of her spine and the remnants of it flowered outwards at the nape of her neck. She felt a strange sort of pleasant queasiness low in her belly that was nothing like the building of orgasm, but it made her feel warm.

She blushed.

Soul went still for a brief moment, gripping at her thighs, pulling her into his body as he rose up on his knees. And then they looked at each other, really looked, and Soul spoke to her in warm dulcet tones as his body began to move lazily over her.

"I'm inside you."

"Yes."

"Is that ok?"

" _God yes."_

Soul offered a lopsided smile, dreamy and effortless, a hint of teeth visible. His hips rocked forward and back, soft pants escaping him as he constantly adjusted his body and hers. A grunt here, a growl there. She knew when he was feeling good when a low bass note would thrum in his chest. Not quite a purr, not quite a growl, entirely based in pleasure.

It only took a couple of minutes for the weapon to tire, however, before he leaned forward and placed his fisted hands on either side of her body. He was sweaty. He wanted to come. But he didn't want it to be over.

A small hand carded through damp bangs, a shuddery breath washing over his face. Her eyes were closed and she was silent, though her hips still rocked into his. Their pace hadn't been particularly slow, but Soul had been trying to rein it in anyway, to make up for his earlier transgression, and she was tired, too. It didn't matter how many kishin they had slain, how many battles they had won, how much training they had put themselves through. They'd never used their bodies this way before, and it was _exhausting._

He was peppering kisses over her belly as his hips jerked once, his breathing rough and haggard. The fingers in his hair were soothing and made it easier to ignore the sticky film of sweat on his back. She was far too aware of the soreness in her hips and her own sweat sodden bangs.

"It's ok if you want to finish."

He swallowed thickly, lowering himself even further, walking up her body with his forearms at her sides.

"You sure?"

"Fuck yeah," she groaned in his ear, legs moving to wrap around his waist.

That was more than enough for him, his eager rocking morphing into desperate pounding. The slap of skin reverberated throughout Maka's bedroom and Soul tipped her hips up and up and up, trying to seat himself deeper inside her.

They were still so quiet.

The only give away of Soul's impending orgasm was the pitch of his breathing raising chromatically as he skirted along that edge of beautiful oblivion. Musical whimpering transforming to quiet declarations of rapidfire "Oh!".

Quiet.

There was no long drawn out moan when he poured himself into his meister. No guttural cry. No shout. Soul's climax was relatively anticlimactic in the way of noise, really. He came with the same quiet grunt he'd put forth during their entire liaison, forehead buried in Maka's shoulder as he throbbed within her and she rippled around her length.

Maka's thighs squeezed at his hips and she jerked beneath him as she felt the flood of warmth pooling deep between her legs. Her walls contracted around him, and while she couldn't call it an orgasm, there was something immensely satisfying about the response. It seemed automatic, something her body just knew to do.

She liked that.

Soul remained curled over her body for a surprisingly long time, even after he had gone soft and pulled out of her with a hiss. After she had dropped shaking legs from around his waist. He quivered with the aftershocks of orgasm, his wavelength mirroring his external actions, and she enveloped him with arms and the frequency of her own soul to soothe him.

"Shhhh," she hushed him. He had said nothing, but he didn't need to.

He collapsed onto his side then, pulling his meister, his partner, his heart, against his body. A leg was thrown over her protectively, and still he hid face in her chest.

"Shhhh," she soothed again, fingers traversing his face, down his neck, slipping upwards into the hair at the back of his head. "It's ok. I'm ok. You're ok."

"Yes," he mouthed against her skin.

He didn't understand why he felt so overwhelmed. He hadn't expected to. But he appreciated that Maka _did_ understand.

Maka always understood.

When he finally raised his head to look at her, she was only an inch or so away from him. He couldn't miss the smile in her eyes if he tried. He couldn't hold back his own grin.

"Are you…ok?" he questioned cautiously.

"Are you?" she responded easily.

"Yeah. Yeah, I'm…good. It was good."

"Mmm," she hummed her agreement. "We need more practice, but I've sure heard worse stories."

Soul licked his lips, felt his cheeks burning with the signs of a blush.

"You want to…again? With me?"

Maka laughed, light and airy.

"Always with you," came the soft murmur, her forehead pressing to his.

 _Always with you._


	14. Fulfilled

There was something between Maka's legs. Something warm, soft, and wonderfully wet. Through the haze of sleep she recognized the draw of Soul's tongue sliding over her. A soft hum of approval and her fingers threading through his hair let him know she was awake, a breath of air fanning over her thighs as he briefly raised his eyes to peer at her. He flicked his tongue against her clit and she shivered in response, a sigh following close behind, hips rocking up against his mouth.

"Aren't you tired?" she chuckled at him.

Soul's response was to kiss his way up her belly, taking the time to mouth at her throat before his lips connected with hers. His confidence seemed to have grown exponentially after their initial coupling. Even so, as his hard on slid between the skin of her thigh and her groin, the question was there. He wasn't going to proceed without the go ahead.

"I don't mind," Maka spoke between kisses, "if you want to, you know...again."

Large hands moved to rub along Maka's ribs, slowly sliding downwards to caress soft thighs before cupping her ass.

"You sure? You're not too sore?"

Typical. Even when she was giving him the green light, her partner only had her comfort in mind. He was sweet, and she was lucky. She nodded an affirmation, fingers toying with the fine hairs at the nape of his neck and sighed once more.

"Is something wrong?"

Maka shook her head, shifting beneath him as she began to speak.

"I was just wondering what it was like for you."

"You mean aside from mind-blowingly awesome?"

"Well, yeah. I mean, it wasn't…it's not…it was different from what I expected."

Soul frowned, concerned that she hadn't enjoyed herself.

"Don't look at me like that! It wasn't bad! It felt good. You…you felt good. I just thought I would, I dunno, feel more? Ugh, this all sounds terrible."

"Instinct," the weapon replied curtly, rolling onto his back beside her. Obviously she needed to talk, and he wasn't going to try and fuck while she was distracted and uncomfortable. He didn't begrudge her that. The logical part of his brain understood. Soul's dick, however, did not understand, and he tried to will the obnoxious little bastard to relax.

"What?"

"When I was eleven, I saw a couple of dogs trying to make it in our front yard."

" _Soul_!"

He held up a placating hand, trying to settle her.

"I swear this story has a point. Anyway, I saw these dogs goin' at it, and the dude like, couldn't figure out where he needed to be. I understood what they were trying to do…you don't live with Wes Evans and not learn a thing or two about fucking," Soul grimaced before he continued. "So, he kept missing his mark and I just didn't get it how something so simple was so difficult. When he finally got her, he went kinda nuts. He knew he was right and things just, y'know…finished as they were supposed to.

"I should brain you right now," Maka deadpanned.

Soul instinctively covered his head, waving her away wildly.

"I don't mean that it was like fucking a bitch! I just…" he winced and lowered his arms as he searched for the right words. "I really wasn't doing a whole lot of thinking. My body just kinda knew what to do, I guess? I wish I had been a little more…like me. We're always at a state of low resonance, so I think that helped, but mostly I just felt this heightened sense of…good?"

"Oh," the blonde whispered, tucking herself against his side.

"Is that ok?"

Mossy eyes raised to meet sweet wine and she nodded.

"Maybe this time we can both be a little more…"

"Connected."

"Yeah."

Soul huffed a laugh against her jaw before rolling on top of her again. He felt himself blushing crimson, but Maka thankfully didn't comment on it. While it was true that he was feeling more in control of himself, there was still an element of embarrassment that clung to him. The feeling only increased when his partner helpfully lifted her leg out of the way for him.

He leaned down to indulge in a kiss, one that she deepened, and something inside of him stirred, his wavelength pulsing as he slipped his way back inside welcoming heat. He wasn't entirely sure what he was experiencing beyond bliss, but he knew it was branded into his very bones. Perhaps it was an ancient instinct that drove him to stare and desire his meister the way he did. Something more than just the need to breed.

It scared him that he still didn't understand it.

"Ah!" Maka cried out beneath him.

"You alright?" the albino queried, stilling himself instantly.

Maka winced, nodding at him to continue. Ok, so, she was a little sorer than she had anticipated, the stretch creating a bit of a sting this time around, her hips twinging in discomfort. She squirmed beneath him for a moment, urging him to continue as she tried to make herself more comfortable.

She looked up at him through dusty lashes, a blush tinting her cheeks, matching the one on his face. Her hips rolled and she sighed again, pleased to hear him groan above her.

"Hurts a little, just go slow."

Soul nodded his acknowledgement, hips canting forward as he pulled her legs around his waist. He liked it when she did that, when she kept him close. He still felt that he couldn't get close enough. He'd never be close enough. He bit his lip and whimpered at the thought, the sound gradually transforming into low, quiet whines as he moved.

Maka's hands sought out his arms, flinching again as he buried himself deeper. Discomfort soon melted away into pleasure and she matched his noises with groans of her own. His control was commendable, less urgent than earlier in the night. He was still cautious, but his movements were more self-assured, tipping her hips up or adjusting himself inside her to find the right angle.

"Maka, I…I want…I…want…"

"Soul?" she squeezed his hips with her thighs as she questioned him, brows furrowing in concern.

"Oh, _god._ Say it again…"

"Say wha—oh."

 _I want to know what it's like when you say my name…_

"Soul," Maka purred at him, pulling him down to place gentle kisses along his hairline.

 _And I'm moving in you…_

A violent shudder racked his body, movement growing more insistent.

"Nn! Soul!"

"Again! Say it again!"

He had his body pressed flush against hers, the arc of his hips changing to a thrust that was short, but deep. His pace didn't match the desperation in his voice, and it surprised him as much as it did Maka. But he wanted to draw this out, wanted it to last longer than it had earlier. His name on her lips was sinful, dancing in his ears, tickling something possessive and meaningful inside of him.

He needed more of that.

And while Soul was lost in the softness of her skin, the heat between her legs, and the scent of her invading his nose, Maka was reveling in his breath against her neck and the muscles that undulated beneath her fingertips. She heard every noise he made, took in every plea, and it struck her that he was being exponentially more vocal than he had been earlier. It wasn't that he was loud so much as that he…chattered. It occurred to her that he may have been holding himself back previously, perhaps too afraid to make more noise, or too shy.

She found that endearing and it caused her to breathe his name again. He responded with a particularly sharp thrust and she yelped, nails digging into his shoulder blades.

"Shit! Soul!"

He raised his head, bangs falling over wide red eyes.

"Did I hurt you!?"

"Fuck no! Again!"

He did as his partner requested, shoving himself into her in another snap of his hips, head tilting as he watched her bow beneath him.

"Right there! Oh, sweet death, right there!" she mewled, an ankle resting against his hip bone to keep him in place.

The sight of her made his mouth water, laid out beneath him, flushed and gasping. One of her hands was gripping at a bicep, the other pressed against his chest, over his thundering heart. He bowed above her, trying his damnedest to maintain the angle she wanted. She was still so quiet, her voice soft, trembling with plaintive whines and his name dripping from her lips. It was driving him absolutely mad, his passion giving voice to the headboard thumping rhythmically against the wall.

Soul's eyes fell closed and Maka took the opportunity to watch him as he moved over her. It was too embarrassing to watch while his eyes were on her, too, but she wanted to drink him in just as he did her. He wasn't particularly beautiful this way, his face twisted up in an awkward grimace, pale brows pointed downwards in a concentrated frown. He was sweaty and his lips twitched at random intervals to reveal sharp teeth. His nose wrinkled, which was strangely attractive, and the hitch in his breath always caught her attention.

She listened to him swear under his breath, watched his shoulders bunch as he altered the way he drove himself into her, felt a sick thrill when she contracted around him and he moaned, low and wanton. That sound was because of her. That sound was for her.

Power.

Her hands wandered over tense arms, slipped up to the straining sinews in his neck and then up into snowy, damp hair to guide him down for a kiss. His rhythm faltered and then stopped entirely before he jerked a bit.

"What are you doing?" Maka giggled at him.

"I can't fuck and kiss at the same time," he said, chest heaving. "Fuckin' frustrating."

She hummed against his mouth, nipping at his lower lip before soothing the bite with her tongue. He was cradled between her thighs, and while she enjoyed having him there, her hips were sore.

"Would you, um, would you mind if…"

"Do you want to stop? We can stop…."

Maka knew he was telling the truth. He would stop if that's what she wanted, even though she could hear the quiet plea in his voice for that not to be her request. Luckily for him that wasn't what she wanted at all. All she wanted was to change positions, and the strangled noise that erupted from Soul's throat as she rolled over onto her belly and raised her ass was nothing short of scintillating.

Soul whined. It was high pitched and less than masculine, and he felt like a dog, the very dog he had told her about just minutes ago, but it was the only sound he could make. Cautious hands settled over narrow hips, thumbs caressing the small of her back before his lips did the same. Reverence. That's what she deserved.

The meister hid her reddening face in the sheets, turning her head to the side only to chastise her partner. What the hell was he staring at!?

"Don't just…look at it! Do something!"

The weapon tossed his head, trying to recover his senses as Maka's impatient voice reached his ears. But the sight of her bent over this way, presenting herself just for him…

He gulped.

With a deep intake of breath, he lined himself up and slipped inside her with a soft cry. He almost collapsed on top of her, a violent shiver wracking his body. The low moan that accompanied his shuddering only stoked the fire in his loins.

"Oh. My. _GOD._ This..I'm not gonna last like this, Mak."

She was silent beneath him, slack-jawed and incredulous. The _fuck_!? How could he feel this good? All she'd done was turn over.

"Fuck me," she whispered, voice shaky.

"What?"

"Fuck. Me," she demanded more forcefully.

Maka was shocked when she heard him say, "No."

Shocked enough that she turned around and glared at him, nostrils flaring in response.

"What do you mean no—ohhhhh…."

He was rolling his hips into her, one of his hands pulling through his hair as he closed his eyes. That shouldn't have been as sexy as it was, but holy shit did it have her blood running hot.

"Don't get me wrong Maka," he sighed. "I'd love to fuck you. But I won't last more than thirty seconds if I go any faster. And besides, you look so good like this. I like it."

Sex made Soul incredibly forthright with his feelings. It was a little disorienting if Maka were to be honest. Yet, she didn't complain, just pushed back against him in an attempt to urge him on. But she couldn't get him to move any faster, and she was immediately frustrated by his newfound restraint.

"Where did you even learn to move like this?" she whined, trying to match the undulating of his pelvis.

"I pole dance on the weekends."

She snorted at him. He was buried in her balls deep and saw fit to make jokes about being a stripper.

"Ass."

Soul only hummed, sharp teeth catch the chapped skin of his lower lip as he dared to draw himself a little farther back. Soon enough he found a rhythm he was comfortable with, pulling Maka's hips into his own until she got the idea and started meeting his thrusts.

"So good. You feel so fucking good, god damn."

Her face was pressed into the sheets again, her own breath hot against her lips as she panted into the fabric, hair a mess and falling over her eyes. A tentative hand snaked between her legs as she dropped her hips a fraction, her slender fingers finding their way to her clit. A soft whimper pulsed in her own throat while Soul cried out above her.

"What are you doing to me?" he asked, though it didn't seem he was really looking for an answer.

"Please, please, please, Soul…faster…wanna feel you deeper."

He didn't deny her this time, his torso descending over her until he blanketed her with his body. One of his fists pressed into the mattress while his free hand curled to rest flat against her belly as she continued to work at herself. His rhythm faltered with his change of pace, hips stuttering, thighs shaking as he bred, and claimed, and _fucked._

"Gonna come, Jesus fuck, Maka, I'm gonna…." Soul whined.

Soul was not quiet when he filled his meister for the second time that night. He came with a sharp, desperate cry, both of his arms encircling Maka's waist as he pressed into her. Another choked sob was pulled from his body as she rippled around his pulsing length. He wasn't sure if one could die from the strength of an orgasm, but he felt as if he were about to shove off this mortal coil from busting a nut.

What a way to go.

"Get off! You're heavy!" a muffled voice suddenly proclaimed.

"Ah! Sorry!"

The weapon sat up enough to pull out of his meister with a wince, flopping onto his back once more. He was completely fucked out and sated, but he had to ask for his own peace of mind. His pride.

"Did you finish?'

Maka shook her head as she rolled into him, head tucked beneath his chin, legs tangling with his.

"Did you want me to…"

She shook her head again, forcefully nuzzling closer to him.

"Was good. Better than the first time. I think I…like you behind me. I know I like it when you're loud."

He blushed brightly, turning his head to kiss her temple. Post-coital cuddling was pretty awesome, and he was happy to indulge, even though they both desperately needed a shower.

"Hey, Maka?"

"Mmm?" she mumbled tiredly.

"I love you."

She smiled against his collarbone, fingers curling over his heart to feel the strong beat beneath her knuckles.

"I love you, too."


End file.
